Tax and Legal

Why do you need to have the company registers?

Jillian O'Sullivan
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Company registers are official books kept by a company relating to legal and statutory matters.
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They are also referred to as statutory registers, combined registers or company books. There are several reasons why every company needs to have and maintain their company registers which we have considered below. 

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Often the company registers are overlooked and not reviewed and updated on a regular basis. In advance of a possible sale or indeed dispute in a company, the registers can unanticipatedly become a priority which can lead to delays and frustrations. 

Company sale

Questions about the whereabouts of the company registers and their state usually arise when a company is to be sold and the purchaser requests the registers in order to conduct the company due diligence as part of the company sale process.

If the registers have not been properly kept, they will need to be reconstituted prior to the sale. Even if the registers were maintained, they should be reviewed as part of the pre-sale company health check to ensure that they reflect correct and fully updated information to avoid unnecessary complications during the sale and due diligence process.

If there are any gaps that cannot be remedied, the purchaser may require the seller to indemnify the purchaser for any loss they may suffer because of the books not having been properly maintained.

Often transactions in the share capital of the company or indeed changes in officers have not been kept up to date in the registers of the company.

What are the registers each company must have?

Under European Legislation and the Companies Act 2014 there are seven mandatory statutory registers required to be maintained by all companies incorporated under the laws of Ireland.

These are:

  1. Register of Members pursuant to Section 169 of the Act
  2. Register of Directors and Secretaries pursuant to Section 149 of the Act
  3. Register of Directors' and Secretaries' Interests in Shares or Debentures pursuant to Section 261 of the Act
  4. Register of Directors' Service Contracts pursuant to Section 154 of the Act
  5. Register of Directors' Interests in Contracts pursuant to Section 231 of the Act
  6. Register of Instruments creating Charges pursuant to Section 414 of the Act
  7. Register of Ultimate Beneficial Ownership pursuant to Article 30 of the 4th EU Anti Money Laundering Directive

Additionally, many companies have supplemental registers that, although not legally required, are very useful:

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Companies are also obliged by law to maintain minute books for the directors and shareholders' meetings and other corporate documents such as written resolutions.

Register of members

The most important register is the register of members. The register of members shows past and present members and is evidence of who the current members of the company are and the number and classes of shares that they hold. This information is vital for conducting company meetings and passing resolutions, especially in companies with large numbers of members or where members change frequently. It helps to ensure that all decisions are taken properly and will not be challenged in future. If there is a dispute in relation to the company’s shareholding, the Court will ask to see the register of members as evidence of who the existing shareholders are.

Inspection and location of the registers

The registers should be kept at a company’s registered office address or its principal place of business or another place within the State. The registers shall be open to inspection by any member of the company without charge. The members of the company are also entitled to request a copy of the registers and a copy of the minute book of the members' meetings.

Any other person may also inspect register of members, directors and secretaries and disposable interests and request a copy of those registers.

The registers can be kept in paper or electronic format.

Rectification of registers by Court Order

As mentioned above any person has a right to request to view the registers of a company.

If a person’s name is omitted from the register or entered without sufficient cause or the registers were not updated to reflect that a person ceased to be a member, the aggravated person may apply to the court for rectification of the register. The Court may then order rectification of the register and payment by the company of compensation for any loss sustained by any party aggravated.

If the company was sold, the seller could also face a claim for breach of warranty and associated damages in respect of the cost to the company and the purchaser.

It is important to note here however that a company can rectify its registers without a Court Order. As soon as any omission or error has been identified, the registers should be rectified. Again another reason a company should continually review its registers.

Startups

These malpractices highlight the importance of maintaining the company registers in good order which reflect the current company position from the outset when a company is first incorporated.  Prevention is always better than cure as they say. 

How Grant Thornton can help – our experienced company secretarial team can review and assist in an overall health check on your company registers and where necessary carry out a reconstitution, or rectification of the registers

If you think that your registers may not be accurate or if you are planning to sell your company, contact our experienced company secretarial team for assistance.

Our team can also help to rectify your registers if there are any errors or omissions or reconstitute them if they were lost or cannot be found.

We can also review your registers as a part of a company health check so you have peace of mind that all records of your company are in order.

We can offer assistance to startup companies in establishing good practices and performing annual health checks to avoid the future complications mentioned above.

Don’t leave it until it becomes urgent, act now.