Share Registers
Companies Act
Definition of member
168. (1) The subscribers to the constitution of a company shall be deemed to have agreed to become members of the company, and, on its registration, shall be entered as members in its register of members.
(2) Every other person who agrees to become a member of a company, and whose name is entered in its register of members, shall be a member of the company.
Register of members
169. (1) Subject to subsection (5), a company shall keep a register of its members and enter in it the following particulars:
(a) the names, addresses of the members and a statement of the shares held by each member, distinguishing each share by its number so long as the share has a number, and of the amount paid or agreed to be considered as paid on the shares of each member;
(b) the date at which each person was entered in the register as a member; and
(c) the date at which any person ceased to be a member.
(2) Sections 215 to 217 (rights of inspection, requests for copies, etc.) apply to the register of members.
(3) The entries required under paragraphs (a) and (b) of subsection (1) shall be made within 28 days after the date of conclusion of the agreement with the company to become a member or, in the case of a subscriber of the constitution, within 28 days after the date of registration of the company.
(4) The entry required under subsection (1)(c) shall be made—
(a) within 28 days after the date when the person concerned ceased to be a member; or
(b) if the person ceased to be a member otherwise than as a result of action by the company, within 28 days after the date of production to the company of evidence satisfactory to the company of the occurrence of the event whereby the person ceased to be a member.
(5) Where the company has converted any of its shares into stock and given notice of the conversion to the Registrar, the register shall show the amount of stock held by each member instead of the amount of shares and the particulars relating to shares specified in subsection (1)(a).
(6) Where a company makes default in complying with any of the requirements of subsection (1) or subsections (3) to (5), the company and any officer of it who is in default shall be guilty of a category 3 offence.
Trusts not to be entered on register of members
170. No notice of any trust, express, implied or constructive, shall be entered—
(a) on the register of members or be receivable by the keeper of the register; or
(b) on any register kept by the Registrar.
Register to be evidence
171. The register of members shall be prima facie evidence of any matters by this Act directed or authorised to be inserted in it.
Consequences of failure to comply with requirements as to register owing to agent’s default
172. (1) Where—
(a) by virtue of section 216 (2) the register of members is kept by some person other than the company concerned; and
(b) by reason of any default of that other person a failure on the part of the company to comply with section 169 or 216 , or with any requirements of this Act as to the production of the register, occurs amounting to the commission of an offence under this Act by the company,
that other person shall also be guilty of an offence and may be charged with and convicted of it whether or not proceedings for an offence are brought against the company.
(2) A person guilty of an offence under subsection (1) shall be liable on conviction to the same range of fines and other penalties provided in this Act that the company referred to in subsection (1) is or would be liable in respect of that offence.
(3) The power of the court under this Act to require compliance with the provision concerned shall extend to the making of orders against the person referred to in subsection (1) and his or her officers and servants.
Rectification of register
173. (1) If—
(a) the name of any person is, without sufficient cause, entered in the register of members or omitted from it, in contravention of subsections (1) and (3) of section 169 , or
(b) default is made in entering on the register, within the period fixed by subsection (4) of section 169 , the fact of any person’s having ceased to be a member,
the person aggrieved, or any member of the company, or the company, may apply to the court for rectification of the register.
(2) Where an application is made under this section, the court may either refuse the application or may order rectification of the register and payment by the company of compensation for any loss sustained by any party aggrieved.
(3) On an application under this section the court may decide any question relating to the title of any person who is a party to the application to have his or her name entered in or omitted from the register (whether the question arises between members or alleged members, or between members or alleged members on the one hand and the company on the other hand) and generally may decide any question necessary or expedient to be decided for rectification of the register.
(4) The court when making an order for rectification of the register shall by its order direct, if appropriate, notice of the rectification to be given to the Registrar.
(5) A company may, without application to the court, at any time rectify any error or omission in the register but such a rectification shall not adversely affect any person unless he or she agrees to the rectification made.
(6) The company shall, within 21 days after the date on which the rectification under subsection (5) has been made, give notice, in the prescribed form, of the rectification to the Registrar if the error or omission referred to in subsection (5) also occurs in any document forwarded by the company to the Registrar.
(7) Without prejudice to the generality of subsection (5), a rectification may be effected by the company under that subsection of an error or omission that relates to the amount of the company’s issued share capital (whether it consists of an overstatement or understatement of it) and subsection (6) shall apply, in the circumstances there set out, in the event of such a rectification.
Power to close register
174. A company may, on giving notice by advertisement in some newspaper circulating in the district in which the registered office of the company is situate, close the register of members for any time or times not exceeding in the whole 30 days in each year.
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.
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 — “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.