Cover Image Caption: A Guide to Company Registers in Ireland
Every Irish enterprise must adhere to the mandate of maintaining precise registers and records throughout its corporate existence, as specified by section 169 of the Companies Act 2014. These critical documents must be accessible, ready for shareholder review at no cost, and available to the public against a nominal fee. Their importance cannot be overstated, particularly during due diligence activities. When a company is poised for sale or eager for investment, these registers serve as a testament to the company’s diligent adherence to statutory obligations and record-keeping precision.
The location of these documents is also subject to regulation. The Act requires that records such as minutes and contracts are stored at the company’s registered office or another designated location within Ireland (S216 Companies Act 2014). After a company winds up, the law dictates that these records be preserved for six years, forming a comprehensive narrative of the company’s historical and present details. Non-compliance in maintaining these statutory registers is not taken lightly, classified as a category three offense, with neglect in preserving minutes of directors and shareholders’ meetings categorized as a category four offense.
In today’s digital age, while bound registers are common, the Act allows for alternative record-keeping methods, including electronic forms, provided they are detailed and retrievable.
Focus on Statutory Registers
Register of Directors & Secretaries
Changes in company officers must be promptly recorded and filed with the CRO within a two-week window. The register includes:
- Full names, residential addresses, nationalities, occupations, and dates of birth of the directors and secretaries.
- Appointment and resignation dates.
- Details of other directorships within and outside Ireland held currently or in the past five years.
- If a corporate body is acting as a secretary, its full name, registration number, and office address must be noted.
Register of Members
This essential record must encompass:
- Each shareholder’s personal details, including name, address, nationality, occupation, and date of birth.
- The number of shares held, the paid-up value, share certificate numbers, and the dates of their acquisition and cessation.
- It’s important to note that trust details are not recorded here.
Additional, non-mandatory records like the Register of Transfers and Allotments often accompany the Register of Members, aiding in the clarity and accuracy of share transactions.
Register of Directors & Secretaries’ Interests
Directors are obliged to disclose within five days any interest in shares or debentures of the company, including the nature and dates of such interests.
Register of Mortgages & Charges
This register should detail all documentation related to company charges, ensuring compliance with the CRO and associated financial institutions.
Internal Register of Beneficial Ownership (RBO)
In accordance with the EU’s 4AMLD, companies must maintain an internal RBO detailing beneficial owners holding more than 25% of shares or voting rights or who exert significant control through other means.
The detailed personal information of the beneficial owner(s) must be accurately recorded, alongside the nature and extent of their interest or control.
Remember, the internal RBO requirements differ from the RBO filings under the 2019 Regulations, emphasizing the meticulousness required in corporate record-keeping.
Maintaining Impeccable Records: A Cornerstone of Corporate Compliance
The unwavering maintenance of these records is not just a legal formality; it is the cornerstone of corporate governance. It reflects the integrity of a company’s operations and its respect for the principles of transparency and accountability. At The Start-Up Shop, we understand that this level of detailed compliance may seem daunting, which is why our services are geared towards ensuring that your company’s record-keeping is faultless, current, and completely in line with Irish statutory requirements.