Registers
Companies Act
Publication of name by company
49. (1) A company—
(a) shall display its name in a conspicuous position, in letters easily legible, outside every office or place in which its business is carried on and at its registered office; and
(b) shall have its name mentioned in legible characters in each of the following:
(i) all notices and other official publications of the company;
(ii) all bills of exchange, promissory notes, endorsements, cheques and orders for money or goods purporting to be signed by or on behalf of the company;
(iii) all invoices, receipts and letters of credit of the company.
(2) If a company contravenes subsection (1)(a) or (b), the company and any officer of it who is in default shall be guilty of a category 4 offence.
(3) The use of the abbreviation “ltd” instead of “limited” or “teo” instead of “teoranta” shall not be regarded as constituting a contravention of this section.
(4) This section is without prejudice to section 151 .
Registered office of company
50. (1) A company shall, at all times, have a registered office in the State to which all communications and notices may be addressed.
(2) Particulars of the situation of the company’s registered office shall be specified in the statement delivered pursuant to section 21 (1)(a) prior to the incorporation of the company.
(3) Notice of any change in the situation of the registered office of a company shall be given in the prescribed form, within 14 days after the date of the change, to the Registrar who shall record that change.
(4) A company’s registered office may be constituted by a statement (contained in the statement or notice referred to in subsection (2) or (3)) to the effect that the office is care of a specified agent, being a company formed and registered under this Act, or an existing company, and which is approved for this purpose by the Registrar; where a registered office is constituted by those means, references in this Act to the situation of the company’s registered office shall be read accordingly.
(5) The notification to the Registrar by the agent approved for that purpose of any change in the situation of the agent’s registered office shall, if made in the form prescribed for the purpose of subsection (3) and within the period there mentioned, be regarded as constituting compliance by the company concerned with subsection (3).
(6) If default is made in complying with this section, the company concerned and any officer of it who is in default shall be guilty of a category 4 offence.
Service of documents
51. (1) A document may be served on a company—
(a) by leaving it at or sending it by post to the registered office of the company; or
(b) if the company has not given notice to the Registrar of the situation of its registered office, by delivering it to the Registrar.
(2) For the purposes of this section, any document left at or sent by post to the place for the time being recorded by the Registrar as the situation of the registered office of a company shall be deemed to have been left at or sent by post to the registered office of the company notwithstanding that the situation of its registered office may have changed.
(3) It shall be the duty of the Registrar to enter on the register a document that has, by the means referred to in subsection (1)(b), been served on a company.
Register of directors and secretaries
149. (1) A company shall keep a register (the “register”) of its directors and secretaries and, if any, its assistant and deputy secretaries.
(2) Subject to subsection (4) and section 150 (11), the register shall contain the following particulars relating to each director:
(a) his or her present forename and surname and any former forename and surname;
(b) his or her date of birth;
(c) his or her usual residential address;
(d) his or her nationality;
(e) his or her business occupation, if any; and
(f) particulars of any other directorships of bodies corporate, whether incorporated in the State or elsewhere, held by him or her or which have been held by him or her.
(3) Sections 215 to 217 (rights of inspection, requests for copies, etc.) apply to the register.
(4) It shall not be necessary for the register to contain on any day particulars of any directorship—
(a) which has not been held by a director at any time during the 5 years preceding that day;
(b) which is held or was held by a director in bodies corporate of which the company is or was the wholly owned subsidiary or which are or were the wholly owned subsidiaries either of the company or of another body corporate of which the company is or was the wholly owned subsidiary.
(5) Subject to subsection (6) and section 150 (11), the register shall contain the following particulars relating to the secretary or, where there are joint secretaries, in relation to each of them—
(a) in the case of an individual—
(i) his or her present forename and surname and any former forename and surname;
(ii) his or her usual residential address; and
(iii) his or her date of birth,
and
(b) in the case of a body corporate, the corporate name and, if the body corporate is registered—
(i) its registered office;
(ii) the register in which it is registered; and
(iii) the number under which it is registered in that register.
(6) Where all the partners in a firm are joint secretaries of a company, the name and principal office of the firm may be stated instead of the particulars referred to in subsection (5).
(7) In relation to any assistant or deputy secretary the same particulars shall be contained in the register as respects the assistant or deputy secretary as are required by subsection (5) to be contained in the register as respects a secretary or joint secretary.
(8) The company shall, within the period of 14 days after the date of the happening of—
(a) any change among its directors or in its secretary or assistant or deputy secretary; or
(b) any change in any of the particulars contained in the register,
send to the Registrar a notification in the prescribed form of the change and of the date on which it occurred.
(9) In the case of a person who is a director of more than one company (the “relevant companies”) the following provisions apply—
(a) the person may send a notification in the prescribed form to the Registrar of a change in his or her usual residential address or of a change in his or her name and (in each case) of the date on which the change occurred;
(b) if such a notification is sent to the Registrar and the relevant companies are listed in the notification as being companies of which the person is a director—
(i) each of the relevant companies shall be relieved, as respects, and only as respects, that particular change or, as the case may be, those particular changes, of the obligation under subsection (8) to send a notification of it or them to the Registrar; and
(ii) the Registrar may proceed to record the relevant change or changes concerning the person in relation to each of the relevant companies.
(10) A notification sent to the Registrar pursuant to subsection (8) of the appointment of a person as a director, secretary, joint secretary or assistant or deputy secretary of a company shall be accompanied by a consent signed by that person to act as director or secretary or assistant or deputy secretary or, where all the partners in a firm have been appointed joint secretaries of a company, by one partner on behalf of the firm, as the case may be.
(11) Section 223 (3), in the case of a director, and section 226 (5), in the case of a secretary, requires the inclusion of a particular statement in a foregoing consent by him or her.
(12) For the purposes of this section—
(a) in the case of a person usually known by a title different from his or her surname, the expression “surname” means that title;
(b) references to a “former forename” or “surname” do not include—
(i) in the case of a person usually known by a title different from his or her surname, the name by which he or she was known previous to the adoption of or succession to the title; or
(ii) in the case of any person, a former forename or surname where that name or surname was changed or disused before the person bearing the name attained the age of 18 years or has been changed or disused for a period of not less than 20 years, or
(iii) in the case of a married person or civil partner, the name or surname by which he or she was known previously to his or her marriage or civil partnership.
Supplemental provisions (including offences) in relation to section 149
150. (1) Without prejudice to the generality of section 149 (8), a change among the directors for the purposes of that provision shall be deemed to include the case of a director’s becoming disqualified under the law of another state (whether pursuant to an order of a judge or a tribunal or otherwise) from being appointed or acting as a director or secretary of a body corporate or an undertaking; accordingly, in such a case, the notice under section 149 (8) shall state, in relation to the director concerned—
(a) the jurisdiction in which he or she has become so disqualified;
(b) the date on which he or she has become so disqualified; and
(c) the period for which he or she has become so disqualified.
(2) Without prejudice to subsection (1) and to the requirement under section 149 (10) that the notification be accompanied by the consent there referred to, if—
(a) the notification to be sent to the Registrar pursuant to section 149 (8) is a notification of the appointment of a person as a director of a company; and
(b) that person is a person who is disqualified under the law of another state (whether pursuant to an order of a judge or a tribunal or otherwise) from being appointed or acting as a director or secretary of a body corporate or an undertaking,
that person shall ensure that the notification is accompanied by (but as a separate document from that notification) a statement in the prescribed form signed by the person specifying—
(i) the jurisdiction in which he or she is so disqualified;
(ii) the date on which he or she became so disqualified; and
(iii) the period for which he or she is so disqualified.
(3) It shall be the duty of each director and secretary and assistant or deputy secretary, if any, of a company to give information in writing to the company as soon as may be of such matters as may be necessary to enable the company to comply with section 149 and the preceding subsections of this section.
(4) If default is made in complying with section 149 (1), (2), (5), (7), (8) or (10), the company concerned and any officer of it who is in default shall be guilty of a category 3 offence.
(5) A person who fails to comply with subsection (1) shall be guilty of a category 3 offence.
(6) If the second mentioned person in subsection (2) fails to comply with that subsection, he or she shall be guilty of a category 3 offence.
(7) A person who fails to comply with subsection (3) shall be guilty of a category 3 offence.
(8) Without prejudice to subsection (3) or (6) and notwithstanding anything in subsection (2), it shall be the duty of a company to make reasonable enquiries of a person, on his or her appointment as director of the company, so as to ascertain whether the requirements of subsection (2) fall to be complied with by that person in relation to that appointment (but a failure of the company to do so does not relieve the person of his or her obligations under that subsection).
(9) If a person appointed a director of a company before the commencement of this section has, subsequent to his or her appointment but before that commencement, become disqualified under the law of another state (whether pursuant to an order of a judge or a tribunal or otherwise) from being appointed or acting as director or secretary of a body corporate or an undertaking, then subsection (1) shall apply to such a case as it applies to a case of a director becoming so disqualified after that commencement.
(10) For the purpose of the application of subsection (1) to the case first-mentioned in the preceding subsection, section 149 shall apply as if the following subsection were substituted for subsection (8):
“(8) The company shall, within the period of 3 months after the commencement of this section, send to the Registrar a notification in the prescribed form of the change and of the date on which it occurred.”.
(11) The Minister may make regulations providing that any requirement of this Act that the usual residential address of an officer of a company appear on the register referred to in section 149 (1) or the register kept by the Registrar shall not apply in relation to a particular person who is such an officer if—
(a) in accordance with a procedure provided in the regulations for this purpose, it is determined that the circumstances concerning the personal safety or security of the person warrant the application of the foregoing exemption in respect of him or her; and
(b) such other conditions (if any) as are specified in the regulations for the application of the foregoing exemption are satisfied.
(12) Regulations under subsection (11) may contain such incidental, consequential and supplemental provisions as appear to the Minister to be necessary or expedient, including provision—
(a) so as to secure that there is not otherwise disclosed, by virtue of this Act’s operation, the usual residential address of a person in respect of whom the exemption referred to in that subsection applies; and
(b) limiting the regulations’ application to a usual residential address that, but for the regulations’ operation, would fall to be entered, on a register referred to in that subsection, on or after a date specified in the regulations.
Particulars to be shown on all business letters of company
151. (1) Subject to subsection (5), a company shall, in all business letters on or in which the company’s name appears and which are sent by the company to any person, state in legible characters in relation to every director of the company the following particulars:
(a) his or her present forename, or the initials thereof, and present surname;
(b) any former forename and surnames of him or her; and
(c) his or her nationality, if not Irish.
(2) A company shall further have the following particulars on all its business letters and order forms:
(a) the name and legal form of the company;
(b) the place of registration of the company and the number under which it is registered; and
(c) the address of its registered office.
(3) If on any business letters or order forms of a company there is reference to the share capital of the company, the company shall ensure that the reference is not stated otherwise than as a reference to the issued share capital of the company that is paid up.
(4) Where a company has a website, it shall display in a prominent and easily accessible place on that website the particulars referred to in subsection (2)(a) to (c) and if there is reference in such a website to the share capital of the company—
(a) the same requirement under subsection (3) applies to such a reference as it applies to such a reference on business letters and order forms; and
(b) the reference shall be displayed in a prominent and easily accessible place on the website.
(5) If special circumstances exist which render it, in the opinion of the Minister, expedient that such an exemption should be granted, the Minister may, subject to such conditions as he or she may think fit to impose and specifies in the exemption, grant, in writing, an exemption from the obligations imposed by subsection (1).
(6) If a company makes default in complying with this section, the company and any officer of it who is in default shall be guilty of a category 4 offence.
(7) For the purposes of this section—
(a) “director” includes any person in accordance with whose directions or instructions the directors of the company are accustomed to act, and “officer” shall be read accordingly;
(b) “initials” includes a recognised abbreviation of a forename; and
(c) section 149 (12) shall apply as it applies for the purposes of section 149 .
Entitlement to notify Registrar of changes in directors and secretaries if section 149 (8) contravened
152. (1) In this section “former director or secretary” means the person referred to in subsection (2).
(2) This section applies where a company fails to send, in accordance with section 149 (8), a notification, in the prescribed form, to the Registrar of the fact of a person’s having ceased, for whatever reason, to be a director or secretary of the company and of the date on which that event occurred.
(3) Where this section applies, the former director or secretary may serve on the company a notice—
(a) requesting it to send forthwith the notification of the matters mentioned in subsection (2), in the prescribed form, to the Registrar; and
(b) stating that if the company fails to comply with that request within 21 days after the date of service of the notice on it, he or she will forward to the Registrar and to every person who, to his or her knowledge, is an officer of the company a copy of any notice of resignation by him or her as a director or secretary of the company or any other documentary proof of his or her having ceased to be such a director or secretary, together with—
(i) in the case of the Registrar, such additional information as may be prescribed (which may include a declaration made by the person stating the names of the persons who, to the knowledge of the person, are officers of the company); and
(ii) in the case of every other person forwarded as mentioned above, a written request of the person that he or she take such steps as will ensure that the failure of the company to comply with the notice continues no further.
(4) If a company fails to comply with a request made of it under a notice referred to in subsection (3), the former director or secretary may forward to the Registrar and to every person who, to his or her knowledge, is an officer of the company a copy of the notice of resignation or other documentary proof referred to in subsection (3)(b) if, but only if, there is forwarded together with that notice or proof—
(a) in the case of the Registrar, the additional information referred to in subsection (3)(b)(i); and
(b) in the case of every other such person, the written request referred to in subsection(3)(b)(ii).
(5) No notice of resignation or other documentary proof of a person’s having ceased to be a director or secretary of a company which is forwarded to the Registrar by that person (other than such a notice or other proof which is forwarded by him or her under and in accordance with the preceding subsections or section 139 ) shall be considered by the Registrar.
(6) No additional information referred to in subsection (3)(b)(i) that is—
(a) included in a notice of resignation or other documentary proof referred to in this section; and
(b) forwarded, under and in accordance with the foregoing provisions of this section, to the Registrar,
shall, of itself, be regarded as constituting defamatory matter.
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 fconcerning 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 “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.
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.