Statutory records and registers are official books kept by a company relating to legal and statutory matters. The following is a note on the legal obligations on Irish companies to maintain these records.
Under Section 145 of the Companies Act 1963 (as amended), there is a legal obligation on Irish companies to keep minutes of all proceedings of general meetings and director meetings. Minutes when duly signed by the Chairman are evidence of the proceedings. The minutes must be entered in books kept for that purpose. Written resolutions of members or directors should also be entered into the relevant minute books in the same way as if they had been passed at a meeting.
Inspection Of Minute Books
Section 146 of the Companies Act 1963 (as amended) provides that the books containing the minutes of any general meetings must be kept at the registered office of the company and shall be open to inspection by any member of the company without charge.
The Companies Acts require Irish companies to maintain and make available to the public the following statutory registers:
1. Register of Members
This must contain the name and address of each member, the date on which they become and cease to be a member, details of shares held and amounts paid on them. Entries on the register, deletions or alterations may be made only in accordance with proper procedures, such as an allotment or transfer of shares. The register must be kept at the company's registered office, or if held elsewhere in the state, it must be notified to the Registrar of Companies.
2. Register of Directors and Secretaries
The register must show the following information in respect of each director:
Any former name;
Other directorships – directorships in all bodies corporate, no matter where incorporated, must be recorded, including any directorships held within the previous 10 years. Companies wholly owned within the same group need not be listed; and
Date of birth.
The register must show the following information in respect of the secretary:
Former Name; and
This register must be kept at the registered office of the company.
3. Register of Directors’ & Secretaries’ Interests
This is a register of directors’ and secretaries’ interests in the company’s own shares or debentures, or those of its subsidiary or holding companies. The Register must also contain details of directors’ interests in contracts or proposed contracts with the company. This register should be kept with the register of members.
4. Register of Debenture Holders
If a company has issued debentures it must keep a register of debenture holders. The register must be kept at the company's registered office, or if held elsewhere in the state, it must be notified to the Registrar of Companies.
A public company may also have to keep a register of substantial interests. Most companies keep the statutory registers in a single bound book, but they may be kept in any form, such as a computer record.
Inspection Of Registers
The registers must be open to inspection by members and non-members during business hours for at least two hours each working day. Members may inspect the registers without charge. Non-members may be required to pay a prescribed fee. Any person may request a copy of entries on a register, which the company must supply within 10 days, and for which a prescribed fee may be levied.
Although not required by the Companies Acts, it is usual for companies to keep the following additional registers:
Register of applications and allotments;
Register of transfers; and
Register of Sealings.
The Importance Of Maintaining Statutory Registers and Minute Books
Maintaining statutory registers and minute books is very important. Failure to do so is an offence. Company records prove that a company is a valid legal entity, and can validate claims of share ownership and other information relating to the company directors, secretary, and shareholders.