Every company is required to keep certain registers, books and documents. Each company is obliged to make these available to its members and in some instances to members of the public.
A company must keep its registers and records either at its registered office or at another place within the State, such as the company’s principal place of business.
The following statutory registers are required to be kept by every company:
- Register of Members
- Register of Directors and Secretaries
- Register of Directors’ and Secretaries’ Interests in shares in the company or its group companies
- Register of beneficial ownership
- Book of directors’ interests in transactions and contracts with the company
- Register of debenture holders. This is required for PLCs only.
- Individual and group acquisitions register. This is required for PLCs only.
- Accounting records, and
- Minute books of
- the proceedings of meetings of the shareholders and documents relating to written resolutions of the shareholders
- the proceedings of meetings of its directors and of any sub-committees of the directors.
Additionally, many companies have supplemental registers that, although not legally required, are very useful in assisting directors in administering their companies. These can include:
- The register of applications and allotments
- The register of transfers, and
- The register of sealings
Importance of maintaining statutory records and registers
The correct maintenance of statutory registers and the minute book is an essential obligation for any company. This obligation becomes particularly important when a company is being sold. Registers are always requested by potential buyers in conducting their due diligence on a potential target. If there is a gap in record keeping, the prospective buyer will be unable to satisfy themselves that the company has complied with its statutory obligations and will require the company and its owners to rectify any defect or neglect at their own cost.
Access to and inspection of books and registers
Certain inspection rights attach to the various statutory registers, books and documents:
- The registers are open to inspection by any member of the company without charge
- Any other person may also inspect the register of members, directors and secretaries and disclosable interests and request a copy of those registers on the payment of a fee
- Minutes of meetings of the shareholders and any written resolutions of the shareholders can be accessed by the members of the company, by the Corporate Enforcement Agency and the company’s auditors
- Minutes of directors’ meetings and of committees of the directors and written resolutions of the directors are open to directors, the Corporate Enforcement Agency and the auditors
Failure to ensure that the statutory registers and books are maintained is a category three criminal offence. Failure to ensure that the minute books, both shareholder and director minutes and resolutions, are maintained is a category four criminal offence.
Maintaining statutory registers and minute books of a company is a very important part of corporate governance. The registers and book provide a historical and current record of a company's ownership and all persons responsible for controlling the business. This information is essential and may be required in a number of instances, such as challenging or validating share ownership, completing share transfers, inheriting shares and exercising legal rights. Failing to keep statutory registers is an offence that can lead to penalties not only of the company but also for its officers.
For expert legal guidance on post incorporation obligations, please contact a member of our Corporate Governance & Compliance team.
The content of this article is provided for information purposes only and does not constitute legal or other advice.