Registers

Registers Required

A number of registers must be made available by companies to their members, and in some cases, to others. They include

  • directors’ and secretaries’ register;
  • disclosable interests (by directors) register;
  • minutes of meetings;
  • register of debentures
  • directors’ service contracts; and
  • instruments creating charges.

A company shall if required by the ODCE, produce to it for inspection the books and records required to be kept. It shall give the ODCE facilities for inspecting and taking copies of the contents of the books as it may require. Failure to comply on the part of the company or any officer in default is a category 4 offence.

Where a company keeps several of the registers or documents at a place other than its registered office or principal place of business, those registers shall be kept by it at a single place in the State. Where a register or document is kept at another place or is kept by another, the company shall send notice to the CRO notice in prescribed form of the place and any change in that place.


Form of Registers

Any register, index or minute book required to be kept by a company may be kept either by making entries in bound books or by recording the information concerned in any other manner, including in electronic form.  If it keeps the register by recording the data or document in question other than in a legible form, they must be capable of being reproduced in a legible form.

Where any register, index or minute book required to be kept by a company is not maintained by making entries in a bound book but by some other means, adequate precautions shall be taken for guarding against falsification and to enable facilitating discovery of such falsification, should it occur. If default is made the company concerned and any officer in default is guilty of a category 3 offence.

The obligation to keep a register or document above may be discharged by another person keeping the register, on its behalf.  Subject to the below, a register is to be kept at the registered office of the company; the principal place of business within the State; or another place within the State. Where the register or document is kept by another person on behalf of the company, the place at which the register or document is kept shall be a place within the State.


Electronic Registers

If the power to keep records electronically is availed of by a company, any duty imposed on the company by or under the Companies Act to allow inspection of, or to furnish a copy of, the register or other record concerned kept by the company otherwise than in legible form, or any part of it, is deemed to be a duty to allow inspection of, or to furnish, a reproduction of the recording or of the relevant part of it, in a legible form.

The power conferred on companies to keep a register or record of matters otherwise than in bound books includes the power to keep it in non-legible form so long as the recording is capable of being reproduced in legible form. This does not apply to minutes of meetings, general meetings and resolutions passed at it.

A provision of an instrument made by a company before 3 April 1978 which requires a register of holders of debentures of the company to be kept in a legible form shall be read as requiring the register to be kept in a legible or non-legible form, but so that, if it is kept in non-legible form, it shall be capable of being reproduced in legible form).

A server computer that provides services to another computer, which is necessary so that information required to be stored for a company so that it can be accessed at all times, is to be kept in the State.  This does not apply if the services of the other computer are provided by means of cloud computing or other distance hosting solution.  It does not apply to the extent that Regulations provide that it does not apply.


Register of Meeting Minutes

The minutes of meetings must be kept in the company’s registered office.  Members may inspect them, subject to reasonable restrictions. The must be available at least two hours a day.  They may be inspected by members only.  Directors and officers in default may be fined if they fail to facilitate inspection.

As soon as may be after holding a meeting, the minutes of the meetings and, the terms of resolutions passed at it, are to be entered in books kept for that purpose. The rights of members’ etc. regarding inspection and request for copies, applies to those books.

The minutes purporting to be signed by the chairman of the meeting at which the proceedings were had, or the chairman of the next succeeding meeting, are deemed evidence of the proceedings.

The minutes signed by the chairman, are presumptive evidence of what they contain regarding the meeting.  They may be offered as evidence of those matters. Where minutes have been properly made and signed, it is presumed, until the contrary is proved, that the meeting was held and convened, that all proceedings at the meeting have been duly had and that all appointments of directors and liquidators are valid.


Right of Inspection

The above registers and documents must be open to inspection, during business hours.   The members; register may be closed at certain times (for up to 30 days annually) subject to conditions.

Every register or document must be open for inspection by any member free of charge. A member of a company may request a copy of or a copy of part of the minutes of meetings, members’ register, disclosable interest register, directors’ and secretary’s register.

The following are open to inspection by any other persons, on payment of a fee:

  • directors’ and secretaries’ register;
  • disclosable interests register; and
  • members’ register.

Copies of instruments creating charges are open to inspection by any creditor of the company, without charge.


Procedural Issues for Inspection

The company must within 10 days of receipt of a request and on payment of the relevant fee by the requester, cause a copy to be sent to the requester concerned.

In the case of registers open for inspection, the relevant fee is €10.00 or such less sum as may be determined by the company.  Where more than one register is inspected on the same day or within 24 hours, the fee is €15.00 or such lesser sum as the company may determine. Where copies are sought, a sum of €10.00 per copy, or such lesser sum as the company shall determine, may be charged.

If the company fails to comply with any of the above obligations, the company and any officer in default, is guilty of a category 3 offence. The court may on application made, make the following orders:

  • an order compelling immediate inspection of the register or document,
  • where there has been a failure to do so, an order directing a copy be sent, where there has been a failure to do so.

The above sums may be altered by Ministerial regulation in accordance with changes in the value of money.  The Minister must take account of the general costs incurred by companies in facilitating inspection, providing copies, etc.


Notices to Members I

New provision was made by the Companies Act 2014, in relation to the service of notices on members.  They apply to any case under the Act, or the company’s constitution, which requires notice to be served on or given to a member of the company, or an officer of the company, unless the constitution otherwise provides.

A notice shall be in writing and may be served by

  • delivering it to the member;
  • sending it by registered post or to the address of the member; or
  • sending it by post and a prepaid letter to the registered address of the member.

The registered address means the address entered in the register of members, in respect of that member.


Notices to Members II

If the company’s constitution permits the use of electronic means, the notice to members may be given by electronic means.  The member must have

  • consented in writing to the company, to using electronic means to give notices;
  • at the time the electronic means are used to give notice, no notice in writing has been served by the company, stating that he has withdrawn consent; and
  • the particular means used to give notice are those which have been consented to.

The same provision applies to notices to officers.


Notices to Members III

Notices sent by post etc.  are deemed, in the absence of agreement to the contrary, to be served

  • in the case of delivery, to be delivered at the time of delivery;
  • if delivery is refused, when tendered;
  • in the case of it being left, at the time that it is left;
  • in the case of it being posted to an address in the State, on a day other than Friday, Saturday or Sunday, 24 hours after despatch;
  • in the case of despatch on a Friday – 72 hours after despatch; and
  • in the case of despatch on a Friday Saturday or Sunday – 48 hours after despatch.

In the case of electronic means, it is deemed served 12 hours after despatch.

The above provisions regarding deemed service apply only, if there is contained in the constitution, a provision to the effect that it shall apply.


References and Sources

Primary References

 

Companies Act 2014 S.213. – S. 218 (Irish Statute Book)

Companies Act 2014: An Annotation (2015) Conroy

Law of Companies 4th Ed.  (2016)  Ch.2   Courtney

Keane on Company Law 5th Ed. (2016) Ch. 27 Hutchinson

Other Irish Sources

Tables of Origins & Destinations Companies Act 2014 (2016) Bloomsbury

Introduction to Irish Company Law    4th Ed. (2015) Callanan

Bloomsbury’s Guide to the Companies Act 2015      Courtney & Ors

Company Law in Ireland 2nd Ed. (2015) Thuillier

Pre-2014 Legislation Editions

Modern Irish Company Law   2nd Ed. (2001) Ellis

Cases & Materials Company Law 2nd Ed. (1998) Forde

Company Law 4th Ed. (2008)  Forde & Kennedy

Corporations & Partnerships in Ireland (2010) Lynch-Fannon & Cuddihy

Companies Acts 1963-2012   (2012)  MacCann & Courtney

Constitutional Rights of Companies   (2007)  O’Neill

Court Applications Under the Companies Act (2013) Samad

Shorter Guides

Company Law – Nutshell 3rd Ed. (2013) McConville

Questions & Answers on Company Law (2008)        McGrath, N & Murphy

Make That Grade Irish Company Law 5th Ed. (2015) Murphy

Company Law BELR Series (2015)   O’Mahony

UK Sources

Companies Act 2006 (UK) (Legilsation.gov.uk)

Statute books Blackstone’s statutes on company law (OUP)

Gower Principles of Modern Company Law 10th Ed. (2016) P. and S. Worthington

Company Law in Context 2nd Ed. (2012) D Kershaw

Company Law (9th Ed.) OUP (2016) J Lowry and A Dignam

Cases and Materials in Company law 11th Ed (2016) Sealy and Worthington

 

UK Practitioners Services

Tolley’s Company Law Handbook

Palmer’s Company Law