In Ireland, private companies are required to maintain a minute book and certain statutory registers. These records are usually kept at the company’s registered office address and the task of updating and maintaining the registers belongs to the company secretary.
Section 216 of the Companies Act 2014 provides that the following statutory registers are to be maintained:-
• Register of Directors and Secretaries;
• Register of Directors’ and Secretaries’ Interests;
• Register of Members;
• Register of the Instruments which Create Charges;
• Book of Directors’ Interests in Contracts with the Company.
Location Of Registers
The Registers must be kept at:-
• The registered office of the company;
• The company’s principal place of business within Ireland; or
• Another place within Ireland.
If the registers are not kept at the registered office address, the company must notify the Companies Registration Office of the location and any changes in that location.
Other registers usually maintained by private companies include:
• Register of Allotments;
• Register of Transfers;
• Register of Sealings; and
• Register of Charges.
The Minute Book
The minutes of a meeting are a written record of the business transacted and of the decisions reached at the meeting. Sections 166 and 199 of the Companies Act 2014 require every company to enter written resolutions and minutes of general meetings and director meetings in their minute book.
Inspection Of The Minute Book & Registers
The company’s directors and auditors have the right to inspect all board and committee minutes at any time. Shareholders of a company have the right to inspect the statutory registers of a company and these should be made available to view during business hours. However, with regards to minutes, shareholders are only entitled to inspect minutes of general meetings of the company.
The Director of Corporate Enforcement can request, without notice, that a company produce the minutes of director's meetings. Upon payment of the relevant fee, non-members can inspect the Register of Directors and Secretaries; the Register of Directors’ and Secretaries’ Interests and the Register of Members. However, any creditor of a company can also inspect copies of the instruments creating charges for free.
Consequences Of Not Adequately Maintaining The Statutory Registers & Minute Books
The statutory registers and minute books of a company are very important records. Failure to maintain these records is an offence and companies with insufficient records are in breach of the Companies Act 2014. It is usually a duty delegated to the company secretary to update and maintain the registers. However, all officers of a company should be aware of the obligations and ensure that the company is fully compliant with the law.
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