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