Non-Statutory Company Registers

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| Lauren Doyle

As discussed in a previous blog post here, all Irish companies are obliged to hold certain Registers and records for the life of a company, as outlined in Section 169 of the Companies Act 2014. These are noted as the statutory Registers of the company.

However some Irish companies often maintain non-statutory Registers, although not a requirement of company law, they can assist in keeping an audit trail of any changes in the company. This can be very helpful when issues arise regarding details provided in statutory Registers, when annual returns are due, or when allotments are being made.

Some common non-statutory Registers include; 

  • Register of Share Applications and Allotments

This records who applies for shares in the company, and whether they are allotted. Keeping this Register helps to keep the Registers of members and in certain circumstances the Register of Beneficial Owners up to date, as well as keeping track of which shares in the company are fully paid up. This is a useful Register to hold as provides a chronological record of any changes in shareholding.

  • Register of Share Transfers

Again, this Register helps to keep the Registers of members up to date and may assist with the Register of Beneficial Owners being maintained, and it is useful for the company to be able to track the ownership of particular shares from incorporation onwards. This can be very useful when a company is completing its annual return filing which must record all transfers since incorporation or since the previous annual return.

  • Register of Sealings

This Register keeps a record of any documents that have been stamped with a company seal. This can be important if there is a situation where multiple documents are needing to be sealed and the board need a reference as to which documents are being referred to in meetings.

  • Register of Share Certificates Issued

This Register keeps a record of share certificates, which may include the following;

  • The share certificate number, 
  • Date issued,
  • Details of the member,
  • If it is a balancing or combined share certificate,
  • If the certificate has been indemnified,
  • If the certificate has been cancelled and when.
  • Register of Charges

This Register is similar to the Register of Debenture holders and is kept by companies in order to keep track of what payments need to be made and when. If the debt is secured, the charge needs to be registered with the CRO.

If a company chooses to keep non-statutory Registers, there is no automatic right of inspection. A company can grant this right in its Constitution, either specifically or as part of a general inspection right, e.g. the Constitution may enable shareholders to inspect the company’s “other Registers”, which would include this Register.

If you would like to discuss any of the above with a member of our team please contact a member of staff at 0539100000.

The contents of this article are meant as a guide only and are not a substitute for professional advice. The author/s accept no responsibility for any action taken, or refrained from, as a result of the material contained in this document. Specific advice should be obtained before acting or refraining from acting, in connection with the matters dealt with in this article. The information at the time of publishing was accurate and could be subject to final changes.

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About the Author

Lauren is a key member of the OmniPro Corporate Consultants Technical Support team providing advice and support in relation to Company Law and Company Secretarial procedures. In addition, Lauren is responsible for carrying out Section 343 applications to the District Court, Annual Compliance, Company Conversions and Company Law Compliance. Lauren joined OmniPro in 2021 and quickly became an integral member of our Company Secretarial team. She started off her career in OmniPro as part of our Company Formations team building up her experience and knowledge before eventually moving into Company Secretarial. Lauren has a Degree from University College Dublin and a Diploma from The Law Society of Ireland.

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