The Companies Act 2014 requires every company to maintain a number of statutory registers. Together they form the official internal record of the company, and they must be kept accurate and up to date from the day the company is incorporated. They are inspected by banks, investors, auditors and buyers during due diligence, and they can be requested by the Corporate Enforcement Authority and other regulators.
Register of Members
The register of members, also known as the share register, records every shareholder of the company. It includes each member's name and address, the date they became a member, the number and class of shares they hold and the amount paid on those shares. The register is the legal evidence of who owns the company, so it must be updated every time shares are allotted or transferred. A person does not become a member, with the rights that go with membership, until their name is entered in the register.
Register of Directors and Secretaries
This register records the details of every director and the company secretary, including their names, residential or service addresses, dates of birth, nationalities, business occupations, other directorships and dates of appointment and resignation. The information must match what has been notified to the Companies Registration Office (CRO).
Register of Directors' and Secretaries' Interests
Directors and the secretary must notify the company of any interests they, their spouses or civil partners and their children hold in the shares or debentures of the company or of related group companies. These interests, and any changes to them, are recorded in this register.
Register of Beneficial Owners
Under the anti-money laundering regulations, each company must keep an internal register of the individuals who ultimately own or control it, generally anyone holding more than 25% of the shares or voting rights. This internal register must match the information filed with the central Register of Beneficial Ownership, and changes must be notified to the central register within 14 days.
Minute Books
Companies must keep minutes of all general meetings of members and all meetings of directors, along with records of written resolutions passed without a meeting. Signed minutes are evidence of the proceedings they record, and they are often the first documents reviewed when a decision of the company is questioned.
Other Registers and Records
- Register of debenture holders:
where the company has issued debentures.
- Directors' service contracts:
copies or written memoranda of directors' service contracts must be kept available for inspection by members.
- Accounting records:
while not a statutory register as such, adequate accounting records must be kept for at least six years.
Where the Registers Are Kept
The statutory registers are normally kept at the company's registered office. They can be kept elsewhere in Ireland, such as at the offices of the company secretary, provided the CRO is notified of the location. Registers may be kept in electronic form, as long as they can be reproduced in legible form when required.
Inspection Rights
Members are entitled to inspect most of the registers free of charge, and members of the public can inspect certain registers, such as the register of members and the register of directors and secretaries, on payment of a fee. A company that refuses a valid inspection request commits an offence.
Consequences of Poor Record-Keeping
Failing to maintain the statutory registers is an offence for the company and its officers. Beyond fines, incomplete or inaccurate registers frequently delay bank finance, investment rounds, share sales and company acquisitions, and they can lead to disputes about who owns the company. Correcting historic errors can require a court order to rectify the register.
For further guidance and support with maintaining your company's statutory registers, contact Setup Your Company at info@setupyourcompany.ie or call us on 01 628 3177.
