Company Registers. Everything you need to know!
Why Keeping Your Registers Up-to-Date is Essential for your Business!
Managing your company registers may not always seem like a top priority, particularly when your day to day workload takes up so much of your time! However, your statutory books are extremely important, particularly when your company is preparing for a significant event such as a sale or securing investment.
Here’s why maintaining accurate and up-to-date company registers is a fundamental part of good governance (and crucial for successful due diligence!).
What Are Company Registers?
Company Registers are the official records maintained by a company which, amongst other things, track its shareholdings (including share history) and any changes of officers.
Company Registers refers to the entirety of the registers which a company holds while “Statutory Registers” or “Statutory Books” refers to the registers obliged to be kept by companies under law.
Company Registers contain essential information about companies, including details about shareholders, directors and secretaries, and beneficial ownership. Each company shall maintain certain registers, including a minute book and records of share transfers, to document all significant movements and changes in ownership.
During company formation, your company formation agent plays a pivotal role in ensuring that all necessary documents are prepared and furnished to the company once the incorporation has been completed.
What Statutory Registers are Required in Ireland?
The statutory registers required are as follows:
1. Register of Members: This register contains details of all current and former members (shareholders) of the company, including their names, addresses, and the number of shares held.
2. Register of Directors and Secretaries: This register includes information on all former and current directors and secretaries of the company, including their names, addresses, date of birth, nationality and any other relevant details such as their appointment and resignation dates.
3. Register of Beneficial Owners: This register is required to identify individuals who ultimately own or control the company. It includes details of the beneficial owners and the nature of their interest.
4. Register of Charges: This register records any charges or mortgages created by the company over its assets. It provides information about the secured creditors and the amounts secured.
5. Register of Directors’ Service Contracts: This register retains a copy of every contract of service that a company has with each of its directors. Any contracts between a company’s subsidiary and a director must also be kept.
6. Register of Directors Interests in Contracts: This register contains details of any interest, direct or indirect, a director has in a contract or proposed contract between a company and him / herself.
7. Register of Directors and Secretaries Interests in Shares, Interests or Debentures: This register contains information on what shares, interests (usually options!) or Debentures a director holds in a company or an associated company.
Under law, these above registers must be kept up-to-date and stored at the company’s registered office or another designated location.
Non-Statutory Registers
There are a number of non-statutory registers that a company may also keep and it would be very common to see them included:
- Register of Allotments
- Register of Transfers
- Register of Company Seals
Company registers role when selling your company
The importance of having your company registers and kept up to date is paramount when selling a business. Potential buyers will conduct due diligence, scrutinising your company’s records, including the statutory registers that must be kept accurate and current. This includes the principal place of business, details of company directors, and information on share capital. Any discrepancies can raise red flags, potentially jeopardizing the sale. Therefore, it is crucial that companies must keep these records meticulously up to date and ensure all necessary documentation is in order prior to the incorporation of the sales process.
Failure to maintain these records not only hampers or delays any sale but can also lead to legal repercussions under the Companies Act 2014. Potential buyers will be expecting accurate registers and having the necessary information readily available will give confidence.
What to do if the company registers are lost?
If you discover that the registers are lost or have not been maintained, then you should commence the process to having those registers reconstituted. If you are unsure in how to reconstitute your company registers, don’t despair we are experts in this field and can help you in doing this professionally and efficiently, don’t hesitate to contact us. We will have your registers completed and updated and you will be safe in the knowledge they are done correctly and in full compliance with the Companies Act.
We can carry out details searches of the company history and liaise with the company’s current officers to reconstitute the company registers and take any corrective actions required to align the statutory books with the Companies Registration Office records.
Consequences for Non-Compliance with Statutory Requirements
Non-compliance can lead to significant consequences for every company. For instance, failing to maintain a proper register of members may result in penalties imposed by the Corporate Enforcement Authority . This register is crucial as it records the details of shareholders and must be accurately updated to reflect any changes.
Common Issues in Outdated Registers
Many Irish companies fail to keep statutory registers and records up to date due to oversight or lack of awareness. Common issues include:
- Failure to record changes in shareholdings or directors
- Inaccurate details of past share allotments or share transfers
- Missing records of charges or mortgages
These lapses can lead to disputes, compliance issues, and increased scrutiny during a sale or investment.
Disclaimer: Specific advice should be obtained in relation your company / query as the above advice is general in form. All our blogs are provided for educational and practical purposes and should not be treated as professional / legal advice. For any specific queries you may have please contact our office.
