Registers
Companies Act
Form of registers, minutes, etc.
213. (1) Any register, index or minute book required by this Act to be kept by a company or by the Registrar may be kept either by making entries in bound books or by recording the matters in question in any other manner.
(2) Where any register, index or minute book to be kept by a company is not kept by making entries in a bound book but by some other means, adequate precautions shall be taken for guarding against falsification and facilitating discovery of such falsification, should it occur.
(3) If default is made in complying with subsection (2), the company concerned and any officer of it who is in default shall be guilty of a category 3 offence.
Use of computers, etc., for certain company records
214. (1) Subject to subsections (2) and (6), the power conferred on a company by section 213 (1) to keep a register or other record by recording the matters in question otherwise than by making entries in bound books includes power to keep the register or other record by recording the matters in question otherwise than in a legible form so long as the recording is capable of being reproduced in a legible form.
(2) Subsection (1) does not apply to the books required to be kept by section 199 for the purpose mentioned in subsection (1) of that section.
(3) Any 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).
(4) If the power under subsection (1) is availed of by a company, any duty imposed on the company by or under this 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, shall be treated as 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.
(5) Subsection (6) does not apply—
(a) if the services to the other computer there mentioned are provided by means of the technology commonly known as cloud computing or by any other distance hosting solution; or
(b) to the extent that regulations under subsection (7) provide that it shall not apply.
(6) Any computer (the “server computer”) that provides services to another computer, being services the provision of which to the latter is necessary so that the information of the kind referred in subsection (1) stored in the latter can be accessed at all times, shall be kept in a place in the State.
(7) The Minister may, by regulations, make such provision, being provision in addition to subsection (4), as he or she considers appropriate in connection with such registers or other records as are mentioned in that subsection and are kept as there mentioned and may also, by regulations, provide for such exceptions to subsection (6) as he or she considers appropriate.
CHAPTER 10
Inspection of registers, provision of copies of information in them and service of notices
Definitions for purposes of section 216 concerning registers, etc. and construction of reference to company keeping registers, etc.
215. In—
(a) section 216 —
“copies of directors’ service contracts and memoranda” means the copies of directors’ service contracts and memoranda kept by the company pursuant to section 154 ;
“copies of instruments creating charges” means the copies of instruments creating charges kept by the company pursuant to section 418 (including copies of any relevant judgment mortgage documentation referred to in that section);
“directors’ and secretaries’ register” means the register of directors and secretaries kept by the company pursuant to section 149 ;
“disclosable interests register” means the register of interests kept by the company pursuant to section 267 ;
“members’ register” means the register of members kept by the company pursuant to section 169 ;
“minutes of meetings” means the books kept by the company pursuant to section 199 (including any records referred to in section 196 (6)) and—
(i) the documents, if any, required by section 193 (7) (documents relating to unanimous written resolutions), and
(ii) the documents, if any, required by section 195 (4) (documents relating to majority written resolutions),
to be kept with those books;
(b) this section a reference to any foregoing register or document being kept by the company includes a reference to the register or document being kept by another on the company’s behalf pursuant to section 216 (2);
(c) this section and section 216 a reference to keeping includes a reference to maintaining; and
(d) section 216 (3) the requirement thereunder to keep a register or other document at a place shall be deemed to be complied with if, by means of any computer, the register or document is (at that place) capable of being reproduced in legible form and inspected in that form, and references elsewhere in section 216 and this Chapter to the keeping of a register or other document, and the inspection of it, shall be read accordingly.
Where registers and other documents to be kept, right to inspect them, etc.
216. (1) This section applies to—
(a) the copies of directors’ service contracts and memoranda;
(b) the copies of instruments creating charges;
(c) the directors’ and secretaries’ register;
(d) the disclosable interests register;
(e) the members’ register; and
(f) the minutes of meetings.
(2) An obligation imposed on a company under this Act to keep a register or document to which this section applies may be discharged by another person keeping, on its behalf, the register or document.
(3) Subject to subsections (4) and (5), a register or document to which this section applies shall be kept at—
(a) the registered office of the company;
(b) its principal place of business within the State; or
(c) another place within the State.
(4) Where the register or document is kept by another person on behalf of the company pursuant to subsection (2), the place at which that register or document is kept by that person shall be a place within the State.
(5) In a case where a company keeps several of the registers or documents (or both) to which this section applies at a place other than that referred to in subsection (3)(a) or (b), those registers or documents (or both) shall be kept by it at a single place.
(6) Where a register or document to which this section applies is kept at a place referred to in subsection (3)(b) or (c) or subsection (4), the company shall send a notice to the Registrar in the prescribed form of that place and of any change in that place.
(7) A register or document to which this section applies shall, during business hours (except, in the case of the members’ register, when it is closed under section 174 ), be open to inspection in accordance with subsections (8) to (10).
(8) Every such register or document shall be open to the inspection of any member of the company without charge.
(9) The following shall be open to the inspection of any other person, on payment of the relevant fee:
(a) the directors’ and secretaries’ register;
(b) the disclosable interests register;
(c) the members’ register.
(10) The copies of instruments creating charges shall be open to the inspection of any creditor of the company without charge.
(11) A member of the company may request a copy, or a copy of any part, of—
(a) the directors’ and secretaries’ register;
(b) the disclosable interests register;
(c) the members’ register; or
(d) the minutes of meetings.
(12) Any other person may request a copy, or a copy of any part, of—
(a) the directors’ and secretaries’ register;
(b) the disclosable interests register; or
(c) the members’ register.
(13) A company shall, within 10 days after the date of receipt of a request under subsection (11) or (12) and on payment to it of the relevant fee by the requester, cause to be sent to the requester the copy, or part of it, concerned.
Supplemental provisions in relation to section 216 — “relevant fee”, power to alter the amount of it, offences, etc.
217. (1) In section 216 “relevant fee” means—
(a) in a case falling within subsection (9) of that section—
(i) where one register is inspected, €10.00 or such less sum as the company may determine; or
(ii) subject to subsection (2), where more than one register is inspected on the same day or in any period of 24 consecutive hours, €15.00 or such less sum as the company may determine;
(b) in a case falling within subsection (13) of that section, €10.00 per copy or such less sum as the company may determine.
(2) Subsection (1)(a)(ii) only applies if—
(a) the inspections concerned are made by, or on behalf of, the same person; and
(b) at the time the first request for inspection is made (by, or on behalf of, the same person) during the period concerned it is indicated to the company that more than one register will be inspected (by, or on behalf of, that person) during that period.
(3) If a company fails to comply with any of subsections (3) to (10), or subsection (13), of section 216 , the company and any officer of it who is in default shall be guilty of a category 3 offence.
(4) The court may, on application being made to it, make the following orders:
(a) in the case of a failure to comply with any of subsections (7) to (10) of section 216 , an order compelling an immediate inspection of the register or document concerned;
(b) in the case of a failure to comply with section 216 (13), an order directing that the copy requested be sent to the person requesting it.
(5) Subject to subsections (6) to (8), the Minister may, by order, alter a sum specified in paragraph (a) or (b) of the definition of “relevant fee” in this section.
(6) An order under subsection (5) may only be made, at a particular time (the “relevant time”), if it appears to the Minister the changes in the value of money generally in the State that have occurred during the period beginning—
(a) on this Act’s passing, or
(b) if the powers under that subsection have previously been exercised, immediately after their last previous exercise,
and ending at the relevant time warrant the exercise of powers under that subsection for the following purpose.
(7) That purpose is to relieve companies of an additional financial expense that they would otherwise incur (by reason of the foregoing changes) in complying with the provisions specified in the definition of “relevant fee” in this section if the powers under subsection (5) were not exercised at the relevant time.
(8) Without prejudice to subsections (6) and (7), in making any order under subsection (5), the Minister shall take into account the general costs incurred by a company in facilitating the inspection, or providing copies, of the registers or other documents referred to in the provisions specified in the definition of “relevant fee” in this section.
Service of notices on members
218. (1) Subsections (3) and (4) shall apply to any case in which a provision of this Act, or of the company’s constitution, requires or authorises a notice to be served on or given to a member of the company by the company, or an officer of it, but save to the extent that the constitution provides otherwise.
(2) Subsection (5) shall only apply if there is contained in the company’s constitution a provision to the effect that it shall apply (but nothing in this subsection shall prevent alternative and reasonable provision being made in the constitution with regard to one or more of the matters set out in that subsection and, to the extent that such alternative and reasonable provision is made, that provision shall apply instead of that subsection).
(3) A notice referred to in subsection (1) shall, save where the means of serving or giving it specified in paragraph (d) is used, be in writing and may be served on or given to the member in one of the following ways:
(a) by delivering it to the member;
(b) by leaving it at the registered address of the member;
(c) by sending it by post in a prepaid letter to the registered address of the member; or
(d) if the company’s constitution permits the use of electronic means to serve or give the notice or the conditions specified in subsection (4) are satisfied, by electronic means.
(4) The conditions referred to in subsection (3)(d) are—
(a) the member has consented in writing to the company, or the officer of it, using electronic means to serve or give notices in relation to him or her;
(b) at the time the electronic means are used to serve or give the notice in relation to the member, no notice in writing has been received by the company or the officer concerned from the member stating he or she has withdrawn the consent referred to in paragraph (a); and
(c) the particular means used to serve or give the notice electronically are those that the member has consented to.
(5) Any notice served or given in accordance with subsection (3) shall be deemed, in the absence of any agreement to the contrary between the company (or, as the case may be, the officer of it) and the member, to have been served or given—
(a) in the case of its being delivered, at the time of delivery (or, if delivery is refused, when tendered);
(b) in the case of its being left, at the time that it is left;
(c) in the case of its being posted (to an address in the State) on any day other than a Friday, Saturday or Sunday, 24 hours after despatch and in the case of its being posted (to such an address)—
(i) on a Friday — 72 hours after despatch; or
(ii) on a Saturday or Sunday — 48 hours after despatch;
(d) in the case of electronic means being used in relation to it, 12 hours after despatch,
but this subsection is without prejudice to section 181 (3).
(6) In this section “registered address”, in relation to a member, means the address of the member as entered in the register of members.
The text in italics on this page is sourced from the Irish Statute Book and is re-published under the Licence for Re-Use of Public Sector Information made pursuant to Directive 2003/98/EC Directive 2013/37/EU of the European Parliament and of the Council on the re-use of public sector information transposed into Irish law by the European Communities (Re-Use of Public Sector Information) Regulations 2005 to 2015.