The Registrar
Companies Act
Registration office, “register”, officers and CRO Gazette
887. (1) The Minister shall maintain and administer an office or offices in the State at such places as the Minister thinks fit for the purposes of—
(a) the registration of companies under this Act, and
(b) the performance of the other functions under this Act expressed to be performable by the Registrar.
(2) A reference in this Act to the register (where the context is not that of a register to be kept by a company or other body) is a reference to, as appropriate—
(a) the register to be kept by the Registrar (which the Registrar is empowered by this subsection to keep) in which notices or other documents, information or things delivered in pursuance of this Act to the Registrar are to be registered or recorded (and in which, in particular, in the case of a registration of a company, the fact of the company’s incorporation is to be disclosed), or
(b) the particular register that a provision of this Act requires the Registrar to keep for a special purpose,
but any such register as is mentioned in paragraph (b) shall, for the purposes generally of this Act, be regarded as forming part of the first-mentioned register.
(3) The Minister may appoint a registrar (who shall be known as the “Registrar of Companies”) and such assistant registrars as he or she thinks necessary for any of the purposes referred to in subsection (1), and may make regulations with respect to their duties and may remove any persons so appointed.
(4) The Minister may direct a seal or seals to be prepared for the authentication of documents required for or connected with any of the purposes referred to in subsection (1).
(5) A person appointed under section 368 of the Act of 1963 before the commencement of this section and who holds office immediately before such commencement (and, in particular the person mentioned in subsection (6)) shall continue in office for the unexpired period of his or her term unless he or she sooner retires, resigns or dies or is removed from office.
(6) The person referred to in subsection (5) is the person who holds the office bearing the title “Registrar of Companies” and that person shall continue to be known by that title for so long as that person continues to hold office in accordance with that subsection.
(7) The electronic gazette maintained by the Registrar before the commencement of this section and known as the “Companies Registration Office Gazette” shall continue to be maintained by the Registrar and is referred to in this Act as the “CRO Gazette”.
(8) Any act referred to in subsection (4) of section 368 of the Act of 1963 which, before 21 December 1999, was done by—
(a) an assistant registrar appointed under subsection (2) of that section, or
(b) any other person employed in the office of the Registrar to perform generally duties under any enactment referred to in that subsection (4),
shall be valid and be deemed always to have been valid as if the Minister had directed under that subsection (4) that such an act was to be done to or by such an assistant registrar or such other person (including in cases where the existing registrar of joint stock companies (or his or her successor) was not absent).
(9) Any act required or authorised by—
(a) this Act,
(b) the Limited Partnerships Act 1907 , or
(c) the Registration of Business Names Act 1963 ,
to be done to or by the Registrar, the registrar of joint stock companies or a person referred to in the enactment as “the registrar”, as the case may be, may be done to or by a registrar or assistant registrar appointed under subsection (3), a person continued in office by virtue of subsection (5) or any other person so authorised by the Minister.
Authentication of documents other than by signing or sealing them
888. A requirement of this Act that a document shall be signed or sealed shall be satisfied if the document is authenticated in the prescribed manner.
Fees
889. (1) In respect of the doing of the following (where the provision concerned does not, itself, expressly provide for the payment of a prescribed fee in that behalf), namely—
(a) the registration of a company,
(b) the registration of any notice, return or other document, or
(c) the doing of any other thing that the Registrar is required or authorised by or under this Act to do (whether, at the request or direction of, or on application of any person, or otherwise in the circumstances provided by or under this Act),
regulations may be made by the Minister requiring the payment to the Registrar of a fee, of an amount specified in the regulations, by the person concerned.
(2) The references in subsection (1)(a) and (b) to registration, and the reference in subsection (1)(c) to the doing of any other thing, include a reference to—
(a) a case in which, in accordance with this Act or an instrument thereunder, registration or the doing of the other thing is declined or otherwise not proceeded with by the Registrar, and
(b) a case in which the application or request for registration or the doing of the other thing is withdrawn.
(3) Where a provision of this Act expressly provides for the payment of a prescribed fee in respect of the doing of a thing referred to in subsection (1)(a) or (b), that provision shall be read as imposing liability for payment of the fee notwithstanding that the matter eventuates in a case referred to in subsection (2)(a) or (b).
(4) In subsection (1) “person concerned” means—
(a) in a case where the registration is to be effected or the other thing concerned is to be done by the Registrar at the instance of a person — that person, or
(b) in any other case — the person who is specified in the regulations to be the person concerned for the purpose of that case (and the person so specified may be such person as the Minister reasonably determines to be the person for whom the principal benefit will enure by the thing concerned being done by the Registrar).
(5) Different amounts of fees may be so specified for different classes of case in which a thing falling within any particular paragraph of subsection (1) is done and any such class of case may be defined in the regulations concerned by reference to such matter or matters as the Minster considers reasonable and appropriate for the purpose.
(6) Without prejudice to the generality of subsection (5), a different amount of fee may be so specified in respect of the doing of a foregoing thing, where the step or steps by another person, in consequence of, or on foot of which, the thing is authorised or required to be done, have not been taken in observance of a time limit specified by or under this Act.
(7) In a case falling within subsection (6), any different amount of fee that is specified may be specified by reference to the period of time that has elapsed between the latest date, in observance of the particular time limit specified by or under this Act, by which the one or more steps concerned ought to have been taken and the date on which they have been taken.
(8) Where regulations under this section require, in respect of the doing of a thing referred to in subsection (1), the payment of a fee of an amount specified in them and the fee of the specified amount is not paid to the Registrar, then, subject to any special cases that the Minister may deem it expedient to provide for in the regulations, the Registrar is not obliged to do (where the Registrar would otherwise be so obliged) the thing concerned.
(9) Subsection (7) is in addition to, and not in derogation from, any particular provision of or under this Act that provides or the effect of which is that a fee of a prescribed amount must be paid to the Registrar as a condition, or one of the conditions, for the Registrar’s doing the particular act concerned.
(10) All fees paid to the Registrar in pursuance of this Act shall be paid into or disposed of for the benefit of the Exchequer in such manner as the Minister for Public Expenditure and Reform may direct.
Annual report by Registrar
890. (1) The Registrar shall, as soon as may be, but not later than 4 months, after the end of each year, make a report in writing to the Minister of the Registrar’s activities during that year and the Minister shall cause copies of the report to be laid before each House of the Oireachtas not later than 6 months after the end of that year.
(2) The Minister may, after consultation with the Registrar, prescribe the form of a report under this section and the manner in which any matter is to be addressed in such a report.
Inspection and production of documents kept by Registrar
891. (1) On payment of the prescribed fee, any person may—
(a) inspect any document which has been received and recorded by the Registrar in pursuance of this Act,
(b) require the Registrar to certify a certificate of incorporation of any company, or
(c) require the Registrar to certify a copy of or extract from any other document or any part of any other document kept by the Registrar.
(2) A process for compelling the production of any document kept by the Registrar—
(a) shall not issue from any court except with the leave of that court, and
(b) if so issued, shall state that it is issued with the leave of the court.
(3) For the purposes of communications between registers through the system of interconnection of registers, the Registrar shall assign to each company a unique identifier which shall include elements to identify the company as a company in the State, to identify the number assigned to the company in the register and other appropriate elements to avoid identification errors.
(4) The Registrar shall make available, through the system of interconnection of registers, electronic copies of the documents and particulars of companies referred to in Article 2 of Directive 2009/101/EC.
(5) The Registrar shall ensure that any changes to those documents and particulars, other than changes to the accounting documents referred to in Article 2(f) of Directive 2009/101/EC, are entered into the register and that such entering is done (normal circumstances prevailing) within 21 days after the date of receipt of the complete documentation regarding those changes.
(6) The Registrar shall make available, as soon as practicable, through the system of interconnection of registers, information on—
(a) the opening and termination of winding up or insolvency proceedings of a company on the register;
(b) the opening and termination of a receivership applicable to a company on the register; and
(c) the striking-off of a company from the register.
(7) The Registrar shall ensure that the following particulars relating to a company on the register are available, free of charge, through the system of interconnection of registers—
(a) its name and legal form;
(b) the address of its registered office, including the fact that it is registered in the State; and
(c) its registration number on the register.
(8) The Registrar shall ensure that information is made available explaining the provisions of this Act according to which a third party can rely on the information and particulars referred to in subsection (4).
Admissibility of certified copy or extract
892. (1) A copy of or extract from any document registered with and kept by the Registrar shall be admissible in evidence in all legal proceedings and be of the same evidential effect as the original document if it has been certified as a true copy under the signature of the Registrar, an assistant registrar or another officer authorised by the Minister.
(2) For the purposes of subsection (1) it shall not be necessary to prove the official position of the person whose signature appears on the copy concerned.
Certificate by Registrar admissible as evidence of facts stated
893. A certificate in writing and signed by the Registrar shall be admissible in all legal proceedings as evidence without further proof of any of the following facts stated in the certificate unless the contrary is shown—
(a) the contents of a register kept by the Registrar,
(b) the date on which a document was filed or registered with or delivered to the Registrar,
(c) the date on which a document was received by the Registrar, or
(d) the most recent date (if any) on which a requirement under this Act was complied with.
Disposal of documents filed with Registrar
894. (1) The Registrar may, as respects any document that has (whether pursuant to this Act or the prior Companies Acts) been received and recorded by the Registrar, destroy the document if the following conditions are satisfied—
(a) 6 or more years have elapsed after the date of its receipt by him or her, and
(b) its destruction is authorised by the Director of the National Archives under section 7 of the National Archives Act 1986 , but this is subject to subsection (2).
(2) Without prejudice to subsection (3), for so long as a company’s existence is recorded in the register, and for a period of 20 years after the date of its dissolution, the Registrar shall keep in electronic form a copy of every document that, in relation to that company, has been received and recorded (whether pursuant to this Act or the prior Companies Acts) by the Registrar and the keeping of such copy in that form shall be such as to ensure the authenticity and accuracy of the data and that the data may be reliably accessed.
(3) On and from the expiry of 20 years after the date of its dissolution, a copy of every document kept, in relation to a company, by the Registrar under subsection (2), and in the form specified therein, shall be kept and maintained by the Registrar in an archival database comprising the records of companies, the length of the period of dissolution of which stands at 20 or more years.
(4) The means of keeping, in electronic form, the archival database referred to in subsection (3) shall be such as are, in the opinion of the Registrar (after consultation with the Director of the National Archives), best calculated to preserve and maintain the integrity of the data.
Registrar may apply system of information classification
895. (1) The Registrar may, as he or she considers appropriate—
(a) apply a system of classification to information to which this section applies, and
(b) assign symbols of identification to persons or classes of persons to whom any such information relates.
(2) This section applies to any information that, under this Act, is required to be delivered to the Registrar and is so received by the Registrar.
(3) The Minister may make regulations—
(a) requiring that the symbol assigned by the Registrar to a person individually or as one of a class of persons shall be entered on all documents that are required under this Act to contain the name of that person, and
(b) specifying particular persons whose duty it shall be to comply or ensure compliance with the regulations.
(4) If a person is required under a regulation made under subsection (3) to comply or ensure compliance with a requirement referred to in subsection (3)(a) and fails to do so, the person shall be guilty of a category 3 offence.
Delivery to Registrar of documents in legible form
896. (1) This section applies to the delivery under any provision of this Act of a document to the Registrar in legible form.
(2) The document shall—
(a) state in a prominent position the registered number of the company to which the document relates, and
(b) comply with regulations (if any) prescribing—
(i) the form and contents of the document,
(ii) requirements to enable the Registrar to copy the document.
(3) Regulations made for the purposes of this section may prescribe different requirements for the form and content of a document with respect to different classes of document.
(4) In this section, “document” includes any periodic account, abstract, statement or return.
Delivery of documents in electronic form may be made mandatory
897. (1) If the Minister, after consultation with the Registrar, considers that the performance by the Registrar of functions under this Act with respect to the receipt and registration of information under any particular provision of it could be more efficiently discharged if an order under this section were to be made in relation to that provision then the Minister may make such an order accordingly.
(2) The order referred to in subsection (1) is an order providing that the sole means to be used to deliver, under the particular provision concerned, a document (within the meaning of section 896 ) to the Registrar shall be those provided for under the Electronic Commerce Act 2000 and, accordingly, where such an order is made, those means shall, for that purpose, be used to the exclusion of any other means.
(3) An order under this section may relate to more than one, or to every, provision of this Act.
(4) In subsection (1) “information” shall be read in the same manner as section 896 provides “document” in that section is to be read.
(5) In subsection (2) the reference to the use of the means provided for under the Electronic Commerce Act 2000 is a reference to their use in a manner that complies with any requirements of the Registrar of the kind referred to in sections 12(2)(b) and 13(2)(a) of that Act.
Registrar’s notice that document does not comply
898. (1) On receipt of a non-complying document the Registrar may, in his or her discretion—
(a) serve on the person delivering the document (or, if there is more than one such person, any of them) a notice that the document does not comply, or
(b) neither serve such a notice nor otherwise advise or give notice to any such person that the document does not comply,
and the provision made by the following provisions of this section, in a case where the course under paragraph (a) is taken by the Registrar, is not to be read as implying that, in a case where the course under paragraph (b) is taken by the Registrar, any legal consequences arising from the fact that a non-complying document has been delivered are thereby avoided.
(2) A notice under subsection (1)(a) shall state in what respects the document is a non-complying document.
(3) A document referred to in subsection (1) shall be deemed not to have been delivered to the Registrar if—
(a) it is the subject of a notice served under subsection (1)(a), and
(b) the Registrar has not received within 14 days after the date of service of the notice a replacement document that—
(i) complies with the requirements referred to in subsection (4)(b), or
(ii) is not rejected by the Registrar for non-compliance with those requirements.
(4) In this section, a non-complying document is a document that—
(a) is required or authorised to be delivered to the Registrar under this Act, and
(b) fails to comply with—
(i) the relevant requirements of this Act (and, in particular, the provisions of any section under which the requirement to deliver the document to the Registrar arises) or regulations made under this Act, or
(ii) any requirements imposed by or under any other enactment relating to the completion of a document and its delivery to the Registrar.
Supplementary and clarificatory provisions for section 898
899. (1) For the purposes of any provision which—
(a) imposes a penalty for failure to deliver a document, so far as it imposes a penalty for continued contravention, or
(b) provides for the payment of a fee in respect of the registration of a document, being a fee of a greater amount than the amount provided under the provision in respect of the registration of such a document that has been delivered to the Registrar within the period specified for its delivery to him or her,
no account shall be taken of the period between the delivery of the original document referred to in section 898 (1) and the end of the period of 14 days after the date of service of the notice under section 898 (1)(a) in relation to it (but only if, before the end of the latter period, a replacement document that complies with the requirements referred to in section 898 (4)(b) is delivered to the Registrar).
(2) Nothing in this section or section 898 shall have the effect of making valid any matter which a provision of this Act or of any other enactment provides is to be void or of no effect in circumstances where a document in relation to it is not delivered to the Registrar within the period specified for the document’s delivery to him or her.
Company Law Review Group
958. (1) The Company Law Review Group, established by section 67 of the Company Law Enforcement Act 2001 , shall continue in being.
(2) That Group is referred to in this Chapter as the “Review Group”.
Functions of Review Group
959. (1) The Review Group shall monitor, review and advise the Minister on matters concerning—
(a) the implementation of this Act,
(b) the amendment of this Act,
(c) where subsequent enactments amend this Act, the consolidation of those enactments and this Act or the preparation of a restatement under the Statute Law (Restatement) Act 2002 in respect of them,
(d) the introduction of new legislation relating to the operation of companies and commercial practices in Ireland,
(e) the Rules of the Superior Courts and judgments of courts relating to companies,
(f) issues arising from the State’s membership of the European Union in so far as they affect the operation of this Act,
(g) international developments in company law in so far as they provide lessons for improved State practice, and
(h) other related matters or issues, including issues submitted by the Minister to the Review Group for consideration.
(2) In advising the Minister the Review Group shall seek to promote enterprise, facilitate commerce, simplify the operation of this Act, enhance corporate governance and encourage commercial probity.
Membership of Review Group
960. (1) The Review Group shall consist of the persons appointed by the Minister to be members of it.
(2) The Minister shall appoint a member of the Review Group to be its chairperson.
(3) Members of the Review Group shall be paid such remuneration and allowances for expenses as the Minister, with the consent of the Minister for Public Expenditure and Reform, may determine.
(4) A member of the Review Group may at any time resign his or her membership by letter addressed to the Minister.
(5) The Minister may at any time, for stated reasons, terminate a person’s membership of the Review Group.
(6) Any appointment of a person as a member of the Review Group, or of a member of it as chairperson, made before the commencement of this section shall continue in being in accordance with its terms.
Meetings and business of Review Group
961. (1) The Minister shall, at least once in every 2 years, after consultation with the Review Group, determine the programme of work to be undertaken by the Review Group over the ensuing specified period.
(2) A work programme determined by the Minister under section 70 (1) of the Company Law Enforcement Act 2001 before the commencement of this section shall, for the unexpired portion of the period to which it relates, continue to be undertaken by the Review Group.
(3) Notwithstanding subsection (1), the Minister may, from time to time, amend the Review Group’s work programme, including the period to which it relates.
(4) The Review Group shall hold such and so many meetings as may be necessary for the performance of its functions and the achievement of its work programme and may regulate the procedure of those meetings (including by the establishment of subcommittees and fixing a quorum) as it considers appropriate.
(5) The members shall elect one of themselves as chairperson for any meeting from which the chairperson of the Review Group is absent.
(6) A member of the Review Group, but not the chairperson, may nominate a deputy to attend in his or her place any meeting that the member is unable to attend.
Annual report and provision of information to Minister
962. (1) Not later than 3 months after the end of each year, the Review Group shall make a report to the Minister on its activities during that year and the Minister shall ensure that copies of the report are laid before each House of the Oireachtas within 2 months after the date of receipt of the report.
(2) The report shall include information in such form and regarding such matters as the Minister may direct.
(3) The Review Group shall, if so requested by the Minister, provide a report to the Minister on any matter—
(a) concerning the functions or activities of the Review Group, or
(b) referred by the Minister to the Review Group for its advice.
S.I. No. 628/2020 –
Companies Act 2014 (Form and Content of Documents Delivered to Registrar) Regulations 2020
I, ROBERT TROY, Minister of State at the Department of Enterprise, Trade and Employment, in exercise of the powers conferred on me by sections 12 (1), 896 (2) and 896 (3) of the Companies Act 2014 (No. 38 of 2014) (as adapted by the Business, Enterprise and Innovation (Alteration of Name of Department and Title of Minister) Order 2020 ( S.I. No. 519 of 2020 ) and the Enterprise, Trade and Employment (Delegation of Ministerial Functions) (No. 2) Order 2020 ( S.I. No. 580 of 2020 )), hereby make the following regulations:
1. (1) These Regulations may be cited as the Companies Act 2014 (Form and Content of Documents Delivered to Registrar) Regulations 2020.
(2) These Regulations shall come into operation on 16 December 2020.
2. In these Regulations—
“Act” means the Companies Act 2014 (No. 38 of 2014);
“delivered” means delivered to the Registrar;
“documents” has the same meaning as it has in section 896 of the Act.
3. Documents shall be easily legible and suitable for electronic scanning and electronic copying.
4. A page of a document shall be—
(a) 297 millimetres in length and 210 millimetres in width, that is to say A4 size, and
(b) made of white paper with a matt finish weighing not less than 80 grams per square millimetre.
5. The print in a document shall be—
(a) black in colour,
(b) not less than 1.8 millimetres in height, and
(c) suitable and adequate for electronic scanning.
6. The layout of the printed matter on a page of a document shall be such as to provide a margin of not less than one centimetre all around the printed matter, that is to say, on the top and bottom and on each side, of it.
7. A document shall not contain any colour other than the white of the paper and the black of the printed matter.
8. If an original document contains coloured print or any of its pages consist of glossy paper, a copy of the document, or a printer’s proof of the document, complying with these Regulations shall be delivered.
9. Pages of a document shall be kept together by means of a clip or staple at the top left-hand corner and shall not be stitched together or otherwise bound and shall not bear any adhesive tape.
10. A document shall not consist of or contain a carbon copy or photocopy or printed matter from a dot matrix computer printer.
11. A space in a document for the insertion of information shall not be left blank but, as appropriate, “not applicable”, “nil” or “none” or another similar word shall be inserted in the space.
12. (1) An amendment inserted in the contents of a document shall be initialled and dated by at least one of the signatories to the document or, if there are no signatories by at least one of the persons who authorised its production.
(2) Subject to paragraph (3), if a document delivered by a person is returned by the Registrar to the person for amendment, either, as the Registrar may determine, a new document shall be prepared or the contents of the document shall be amended and initialled and dated in accordance with paragraph (1), and thereafter the document shall be delivered.
(3) If the document referred to in paragraph (2) is a statutory declaration, the person who made the declaration shall make another statutory declaration and deliver it as soon as practicable.
13. (1) Subject to paragraphs (2) and (3), the name of a company (as stated in its constitution) shall be entered on the first page of a document in a prominent position.
(2) The name and address referred to in paragraph (1) shall correspond with the information previously delivered to the Registrar in accordance with the Act.
(3) If the name of the company includes one of the words or expressions “limited”, “teoranta”, “designated activity company”, “cuideachta ghníomhaíochta ainmnithe”, “company limited by guarantee”, “cuideachta faoi theorainn ráthaíochta”, “unlimited company”, “cuideachta neamhtheoranta”, “public limited company” or “cuideachta phoiblí theoranta”, an abbreviated form of the word or expression may be used in the entry made under paragraph (1) in a document other than a document relating to the incorporation of a company, a change of name or the re-registration of a company or the constitution of a company.
(4) The address of the registered office of a company on a document may not be given as a post office box number.
14. (1) An individual shall be referred to in a document by his or her surname and all of his or her first names.
(2) Where the address of an individual is required to be stated in a document, his or her residential address shall be stated, unless some other address is required by law to be stated.
15. The form and content of a document delivered under a scheme of the Registrar for giving priority to the examination and registration by the Registrar of the document or documents of a specified class shall be in compliance with the rules and requirements of the scheme.
16. Where any matter is included in a document under a provision of the Act, or of an instrument made under the Act, or such a provision is otherwise relevant to the matter, the provision shall be identified in the document.
17. (1) An application to the Registrar in the form prescribed for the purposes of the Act in relation to the registration of a company—
(a) shall correspond and be in compliance with the constitution where the constitution,
(i) provides for a minimum number of directors, or
(ii) contains the names of the first-appointed directors and the first-appointed secretary,
and
(b) subject to paragraph (2), may be signed by an individual acting as agent for all or any of the subscribers to the constitution, but may not be completed on behalf of a company acting as such an agent.
(2) Where a subscriber referred to in paragraph (1)(b) is a company, the application to the Registrar shall be signed by an officer of the company authorised in that behalf.
18. If a declaration of solvency for the purposes of section 207(1) or 580(2) of the Act is made on the date of the passing of the resolution for winding up the company concerned—
(a) the time of the making of the statutory declaration shall be stated in the declaration, and
(b) the time of the passing of the resolution shall be stated in the resolution.
19. A document shall not refer to a person who is an officer, liquidator, receiver, or examiner, of a company unless the Registrar has been notified, as required under the Act, of the name and appointment of the person.
20. Documents delivered by the liquidator of a company shall not relate to a period, or to accounts for a period, beginning at any time after its incorporation and after a period for which accounts of the company, or any other documents of the company for that period required by or under the Act to be delivered, have not been delivered.
21. The return delivered in relation to a company by a liquidator—
(a) under section 705(4)(b) of the Act, in the case of a members’ voluntary winding up,
(b) under section 706(4)(b) of the Act, in the case of a creditors’ voluntary winding up or court winding up, or
(c) under sections 680(3) and 681(2) of the Act, in the case of any winding up,
shall not relate to a period that is after another period during the liquidation for which no return in relation to the company has been delivered.
22. A copy of the text of a resolution passed by a company that is delivered shall be signed either by a director of the company whose appointment as a director has been notified to the Registrar or, if the appointment of the secretary of the company as secretary has been so notified, by the secretary.
23. The Registrar shall not accept any documents relating to the winding up of a company unless the Registrar has received—
(a) a copy of the resolution for the winding up of the company, in the case of a voluntary liquidation, or
(b) an office copy of the order of the court directing the winding up of the company, in any other case.
GIVEN under my hand,
15 December 2020
ROBERT TROY,
Minister of State at the Department of Enterprise, Trade and Employment.
Explanatory Note
(This note is not part of the Instrument and does not purport to be a legal interpretation)
These Regulations provide for the manner of completion of documents delivered to the Registrar of Companies.