All Irish companies are obliged to hold certain registers and records for the life of a company, as outlined in section 169 of Companies Act 2014. These registers must be available for inspection by the company’s shareholders free of charge, and by members of the public on request with payment of relevant fee. It is important that these registers are kept up to date as they will be inspected as part of any relevant party’s due diligence processes. It is particularly important when a company is being sold or seeking investment, as investors will want to be satisfied the company has complied with their statutory obligations and kept all records up to date.

The registers and company records such as minutes of meeting and contracts should be kept at the company’s registered office address or in a location in the State (S216 Companies Act 2014). They should be kept for the lifetime of a company and stored for 6 years following any wind up of the company. These provide a current and historical record of the company’s particulars. Failing to keep statutory registers is a category three Offence, and failing to keepdirectors and shareholders minutesis a category four Offence.

Often the Registers as detailed below can be kept in bound form but may also be kept ‘in any other manner’ which permits the use of electronic record keeping.

The statutoryregisters kept by the company are as follows:

• Register of Directors
• Register of Secretaries
• Register of Members
• Register of Directors and Secretaries Interests
• Internal Register of Beneficial Ownership

Other additional Registers which may be kept include;

• Register of Applications and Allotments
• Register of Transfers
• Register of Sealings
• Register of Charges

Below will focus on the statutory registers.

Register of Directors & Secretaries

Directors must be natural persons, whereas a Body Corporate may act as a secretary on behalf of the company. Any changes to the company officers must be filed with the CRO within 14 days of the register being updated.

Details to be included in the registers:

• Particulars suchas;
• forename,
• surname,
• Date of Birth,
• residential address,
• nationality, and
• occupation
• Date of appointment
• Other directorships held in Ireland or any jurisdiction both current and during the last five years
• Date of resignation
• If body corporate acting as secretary – company name, number and registered office address.

Register of Members

Details to be included in the register:

• Particulars suchas;
• forename,
• surname,
• Date of Birth,
• residential address,
• nationality, and
• occupation of each shareholder
• Number of shares held and amount paid up
• Date of entry and cessation as a shareholder
• Share certificate number applicable to each shareholding

Trusts should not be entered here.

Oftentimes aRegister of transfers and Register of allotments is included in the same Register of Members but it may also be separated out in the Company Register. While not a required Register it serves as a helpful guide when allotting and transferring shares and ensuring the Register of members is up to date and accurate. Relevant documentation must be provided to the company as evidence of any transfers or allotments before the register is updated e.g., executed Stock transfer form .

Register of Directors & Secretaries Interests in shares or debentures

Director must disclose within 5 days of the connection being granted, any interests whether entering a contract or subscribing to shares, the relevant nature of interest. The date of cessation must also be noted if relevant.

Details to be included in the registers:

• Name and address of Director/Secretary of company
• Number and description of shares held in connection with the company/party related to the company
• Date at which the interest was notified
• Relevant connected person (Spouse, parent, sibling, child, partner, body corporate controlled by same director/secretary or a trustee which is one of the above).

Register of Mortgages & Charges

The company should hold copies of any relevant documentation creating the charges, and that the registration is completed with the CRO and banks.

Details to be included in the register:

• Charge number
• Charge type
• Details of charge
• Person entitled
• Date charge created
• Date charge satisfied.

Internal Register of Beneficial Ownership (BORS)

Article 30(1) of the EU’s Fourth Anti-Money Laundering Directive (4AMLD) required all EU Member States to put into national law provisions requiring corporate and legal entities to obtain and hold adequate, accurate and current information on their beneficial owner(s) in their own internal beneficial ownership register. Since 15 November 2016 the 2016 Regulations required a relevant entity to maintain an internal beneficial ownership register.

Article 3(6), 4AMLD, defines a “beneficial owner” is 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.

This can include more than just one beneficial owner, for example, a sole director will be considered a beneficial owner as they have direct control. Where there is a different shareholder with 25%+1 share, they are also deemed to be a beneficial owner.

Natural Person is defined as a human being.

Direct control is where the beneficial owner personally owns or controls a relevant entity by one or more of the following means;

• 25% plus one share or
• more than 25% of the voting rights, or
• more than 25% of the ownership interest, or
• has direct control or influence over the company/society via other means.

Indirect control is indicated by a shareholding of 25% plus one share or an ownership interest of more than 25% held by a corporate entity, which is under the control of a natural person(s), or by multiple corporate entities, which are under the control of the same natural person(s).

Control via other means which is explained in Recital 13 of 4AMLD as follows:

“Control through other means may, inter alia, include the criteria of control used for the purpose of preparing consolidated financial statements, such as

• through a shareholders' agreement,
• the exercise of dominant influence or
• the power to appoint senior management”.

Details to be included in the internal register:

• Forename & Surname
• Residential Address
• Nationality
• Country of Residence
• Date of Birth
• Statement of the nature of interest/control – such as shareholder
• Statements of the extent of interest/control – such as % of shareholding
• Date of entry as beneficial owner
• Date of cessation as beneficial owner

As a reminder your requirements to file on RBO are separate to that of filing the internal register and are covered under the 2019 Regulations. 

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.