What is a Statutory Company Register?

Irish Law requires all companies to maintain certain statutory Registers of company records. Failure to complete and uphold a Company Register is a Category 3 Offence by both the Company and each Officer related to it. Regardless of the entity's size, if it is trading or not if there have been changes or not, a Register is required to be kept. The Company Register or as they are regularly called, Company Book, is frequently overlooked but can cause huge issues if not maintained with delays in transactions, sale of the Company, disputes etc. A common example of the importance of maintenance of the Register that we often see is when the Company Register is called upon if the company wishes to be sold, the Statutory Company Register will be reviewed by the Purchaser as part of their due diligence. If this is not kept up to date this can delay the sale as the Register has to be brought up to date or even reconstructed.

Therefore, it is of high importance to review and update the Register regularly and within the required timeline following a related change in the Company.

Where is the Register kept?

S.216(3) CA2014 notes ‘a register or document to which this section applies shall be kept at—

(a) the registered office of the company;

(b) its principal place of business within the State; or

(c) another place within the State.’

Often the Company Register will be located at the Company’s Registered Office Address however under S.216(6) CA2014 if the location of the Register falls at either its principal place of business within the State or another place within the State then a Form B3 should be filed with the CRO on CORE to note this address.

What are the Registers required?

Under the Companies Act 2014, all Irish companies must hold the below Statutory Registers:

1. Register of Members pursuant to Section 169 of the Act
2. Register of Directors and Secretaries pursuant to Section 149 of the Act
3. Register of Directors' and Secretaries' Interests in Shares or Debentures pursuant to Section 261 of the Act
4. Register of Directors' Service Contracts pursuant to Section 154 of the Act
5. Register of Directors' Interests in Contracts pursuant to Section 231 of the Act
6. Register of Instruments creating Charges pursuant to Section 414 of the Act
7. Register of Ultimate Beneficial Ownership pursuant to Article 30 of the 4th EU Anti-Money Laundering Directive

Other supplementary registers are:

- Register of Applicants and Allotments

- Register of Transfers

- Register of Seals

Further detail as to what is required in each Register:

The Register of Members:

This Register should contain the name, address, class of share (not required but may be helpful), shareholding and amount paid up, the date they became a member and the date on which they ceased if applicable, of each member of the company.

The Register of Members may also contain folios with each folio referencing a particular member for a particular share class.

Share Transfers and Allotments would cause changes to such register and must be updated to reflect the same.

Updates to this register should be completed within 28 days of the agreement to become a member or subscriber.

The Register of Directors and Secretaries:

This Register must list the name, address, DOB, nationality and occupation of each Director/Secretary, and the date on which they were appointed or resigned if applicable.

It should also be noted if an Officer has any other Directorships within the last 5 years in any jurisdiction, and if so the Company Name and Number should be stated.

The Register of Directors and Secretaries' Interests:

This Register should state if any Officer has interests in the company by way of Shares through individual shareholding or through a subsidiary or holding company, or by way of an interest in a contract relating to the company.

The Register of Ultimate Beneficial Ownership:

European Union (Anti-Money Laundering: Beneficial Ownership of Corporate Entities) Regulations 2016 required an entity to maintain a Beneficial Ownership Register since 15 November 2016. This Register is often referred to as BORS register.

Often overlooked a company must hold Registers of Beneficial Ownership, which is then filed on the Central Register of Beneficial Owners ‘RBO’. This is a separate Register to the Company Register and Register of Members though is often kept with the Register. It must be noted the BORS register is solely for beneficial ownership while the Register of Members deals with legal title to shares.

The internal register must identify a “beneficial owner” as a natural person who directly or indirectly owns or controls over 25% of the share capital or the voting rights or control by any other means.

Who can inspect the Register of the Company?

With relation to inspection, under S.216(8) CA2014 the Register shall be open to the inspection of any member of the company without charge. The directors' and secretaries' register, the disclosable interests register and the members' register can be open to inspection by any other person's payment of a fee.

While A member of the company may request a copy, or a copy of any part, of the directors' and secretaries' register, the disclosable interests register, the members' register; or the minutes of meetings. The directors' and secretaries' register, the disclosable interests register and the members' register can be open to inspection by any other person's payment of a fee.

A company shall, within 10 days after the date of receipt of a request of a member or any other person and on payment to it of the relevant fee by the requester, cause to be sent to the requester the copy, or part of it, concerned.

Note: PLC will have additional requirements for Company Registers including a Register of debenture holders.

If you require assistance in maintaining or reconstructing a Company Register, please contact our team at 053 91 000 00 or email [email protected].