StatutoryRegisterKit

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LAW SOCIETY OF IRELAND
STATUTORY REGISTER KIT
RECORDS AND REGISTERS REQUIRED TO BE KEPT
BY AN IRISH-INCORPORATED AND REGISTERED
PRIVATE COMPANY LIMITED BY SHARES
1
PURSUANT TO THE IRISH COMPANIES ACTS 1963 TO 2009
Copyright © 2010 The Law Society of Ireland
Disclaimer: The within should not be completed without professional advice
Registered Title
Registered Office
2
Date of Incorporation
Certificate No.
TABLE OF CONTENTS
1. Explanation of Obligations
2. Register of Members
3. Register of Secretaries
4. Register of Directors
5. Register of Interests of Directors and Secretaries
3
6. Register of Debenture Holders
7. Minutes
8. Share Certificates
IRISH COMPANIES ACTS REGISTERS AND DOCUMENTS
The Irish Companies Acts 1963 to 2010 impose legal obligations to maintain certain registers, to keep certain documents, and to furnish or make
those documents or copies of them available for inspection. These obligations are summarised in the table below.
Register
Number
Register or Document
Where must it be kept?
Who can inspect & at
what charge?
Who is entitled to a copy
& at what charge?1
Annual Accounts
Registered office or elsewhere in
the State
Directors – No charge
Management accounts
Registered office or elsewhere in
the State
Directors – No charge
Members and Debenture
holders, minimum 21 days
before AGM – No charge.
Directors – No charge.
Registered office or elsewhere in
the State
Members – free
Others - €0.06
With register of members
Members – free
Others - €0.06
Free to all
ACCOUNTS
4
MEMBERS
Register 1
Register of Members
Index of members (companies
with more than 50 members)
Contracts to purchase own
shares
1
Registered office
Any person, within 10
days of request.
€0.06 per 100 words
No legal right to copies
No legal right to copies
The Director of Corporate Law Enforcement may require such books or documents as the Director specifies to be produced where he/she is of the opinion that circumstances suggest company business is being
conducted in a fraudulent manner or in a manner which is unfairly prejudicial to some or all of its creditors or members. (Section 19 CA 1990 as amended by section 29 CLEA 2001 and section 4 Companies
(Amendment) Act 2009)
5
Register
Number
Register or Document
Where must it be kept?
Who can inspect & at
what charge?
Who is entitled to a copy
& at what charge?
Registered office
Members – no charge
Others - €1.27
Any person, within 10
days of request.
€0.19 per 100 words.
Register of directors
Registered office
Members – no charge
Others - €1.27
Book containing particulars of
directors’ interests in company
contracts
Register of directors’ &
secretaries’ interests in
group/company shares &
debentures
Copies of certain service
agreements of directors or
secretary (5 years of more)
Registered office
Auditors, directors,
members, secretary –
No charge
Members – no charge
Others - €0.38
Any person, within 10
days of request.
€0.19 per 100 words.
No legal right to copies.
SECRETARIES
Register 2
Register of Secretaries
DIRECTORS
Registers 3
6
Register 4
With register of members
Registered office or with register
of members or at principle place
of business
Members – free
Any person within 10 days
of request.
€0.19 per 100 words
No legal right to copies
Register
Number
Register or Document
Where must it be kept?
Who can inspect & at
what charge?
Who is entitled to a copy &
at what charge?
Register of debenture holders
Registered office or elsewhere in
the State
Any person, on request.
€0.06 per 100 words
Debenture trust deeds
Not specified by law
Members & debenture
holders – no charge
Others - €0.06
No legal right to inspect
Copies of instruments creating
charges
Registered office
Members and creditors –
No charge
Copies of memorandum and
articles, embodying all
amendments to date
No place specified by law
No legal right to inspect
Members, on request
€0.32 for each copy
Minute book of proceedings of
meetings of board & committees
Minute book for proceedings at
general meetings
Anywhere
Directors – No charge
Registered office
Directors and members –
No charge
Director of Corporate Law
Enforcement, on request.
Director of Corporate Law
Enforcement, on request.
Members, within 7 days of
request. €0.06 per 100 words.
DEBENTURES AND CHARGES
Register 5
Any debenture holder.
Printed copies €0.30 per 100
words. Non-printed copies
€0.06 per 100 words.
No legal right to copies
CONSTITUTIONAL DOCUMENTS
7
MEEETINGS
Register of Members2 – Register 1
Company Name
Company Number
Member Name
Register Entry
Date
Member Address
Transaction
Date
Transaction
Amount per
share3
Shares Acquired4
Shares Disposed5
Balance
8
2
If a company has more than 50 members and the register is not in such a form as to constitute an index, the company shall keep an index of the names of the members (section 117 CA 1963).
Amount paid or agreed to be considered as paid on each share
4
Here insert the quantum and class of shares acquired and where applicable the distinguishing numbers of those shares. (Section 116 (1) (a) CA 1963)
5
Here insert the quantum and class of shares disposed of and where applicable the distinguishing numbers of those shares. (Section 116 (1) (a) CA 1963)
3
Cessation
Date
Register of Secretaries – Register 2
Company Name
Surname6
Company Number
Forename7
Former Name8
Usual Residential Address9
Appointment
Date
Cessation
Date
9
6
Surname by which the Secretary is usually known. (Section 195(15)(a) CA 1963)
Forename by which the Secretary is usually known. (Section 195(15)(a) CA 1963)
8
Section 195(15)(b) CA 1963 states that references to a ‘former forename’ or ‘surname’ do not include, inter alia, in the case of a married woman the name or surname by which she was known previous to marriage.
9
In the case of a body corporate insert the address of its registered office here.
7
Register of Directors10 – Register 3
Company Name
Surname11
Company Number
Forename12
Former
Name13
Usual Residential
Address
Date of
Birth
Nationality
Business Occupation
Appointment
Date
Cessation
Date
10
10
A book containing a copy of every declaration made and notice given in pursuance of section 194, CA 1963 must be available for inspection at the registered office (section 194(5), CA 1963).
Surname by which the Director is usually known. (Section 195(15)(a) CA 1963)
12
Forename by which the Director is usually known. (Section 195(15)(a) CA 1963)
13
Section 195(15)(b) CA 1963 states that references to a ‘former forename’ or ‘surname’ do not include, inter alia, in the case of a married woman the name or surname by which she was known previous to marriage.
11
Other Directorships14 - Register 3
Name of Director
Company Number
Company Name
Country of
Incorporation
Appointment
Date
Cessation
Date
11
14
In accordance with section 195(3) CA 1963 it shall not be necessary for the said register to contain on any day particulars of any directorship –
(a) which has not been held by a director at any time during the last ten 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 of another body corporate of which the
company is or was the wholly owned subsidiary;
and for the purposes of subsection 195(3) a body corporate shall be deemed to be the wholly owned subsidiary of another if it has no members except that other and that other’s wholly owned subsidiaries and its or their nominees.
Register of Interests of Directors and Secretaries15 – Register 4
Company Name
Company Number
Director / Secretary Name16
Date
of Entry
Date of
Occurrence
Nature of Occurrence
12
15
16
Please refer to the Register Guidelines when completing this section.
For the purpose of this register Director includes a shadow director (section 53 (8) CA 1990). Any interest of the spouse of a director or secretary of a company, in shares or debentures, shall be treated as being the
director’s or secretary’s interest.
Register of Debenture Holders17 – Register 5
Company Name
Surname
Company Number
Forename
Usual Residential Address
Amount of Debentures
13
17
Copies of instruments creating a charge must be kept at the registered office of the company (section 109 CA 1963) and copies of debenture trust deeds must be available on request for any debenture holder (section
92(3) CA 1963).
Minutes
14
15
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