An Irish registered company must have a registered office in the Republic of Ireland. Details of the registered office and every subsequent change of the office must be notified to the CRO. It is an offence to fail to register the change. The change must be registered within 14 days.
The registered office may be stated to be “care of” a specified agent, being a company formation agent approved for such purpose. In this case, a reference to the company’s registered office is interpreted accordingly. The notification of the agent is registered with the CRO. Default in compliance is a category 4 offence.
The location of the company’s registered office may be different to its tax residence. Certain documentation must be kept at the company’s registered office. This includes
- a register of members;
- a register of director and secretaries;
- a register of director’s interest in shares;
- copies of instruments creating charges;
- register of mortgages and charges;
- register of directors’ service contracts;
- register of members’ disclosable interests; and
- books of account.
The 2014 Act made uniform provision in respect of the keeping of the key company registers.
Each of the registers is open to the members for inspection without a fee. Members are entitled, on payment of a fee, to an extract from the minutes of the member’s meeting, register of members; disclosable interests, register of members or director and secretaries register.
Any third party is entitled to inspect the following registers on payment of a fee;
- disclosable interests;
- directors and secretaries;
- interests in shares held by directors, secretaries and connected persons below one percent in aggregate are not disclosable.
The register of mortgages may be inspected by creditors free of charge.
Companies must keep records of loans and quasi-loans to directors of its company or of its holding company or persons connected with them. It must also keep records of transactions or arrangements entered or claimed to have been entered by a director or connected person with the company or its holding company, which is alleged to constitute a loan or quasi-loan.
A company shall display its name in a conspicuous place, in letters easily legible, outside every office or place of business at which business is carried out and at its registered office.
Its name must be set out in legible characters on
- each notice and official publications of the company;
- bills of exchange, promissory notes, cheques and
- orders for money or goods purporting to be signed on behalf of the company.
Contravention is an offence and both the company and officers in default are guilty of a category 4 offence.
Letters and Websites I
A company shall, in all business letters on or in which the company’s name appears and which are sent by the company to any person, state in legible characters in relation to every director of the company the following particulars:
- his or her present forename, or the initials thereof (including a recognised abbreviation of a thereof), and present surname;
- any former forename and surnames of him or her; and
- his or her nationality, if not Irish.
A company shall also have the following particulars on all its business letters and order forms:
- the name and legal form of the company;
- the place of registration of the company and the number under which it is registered; and
- the address of its registered office.
Letters and Websites II
If on any of the company’ business letters or order forms, there is a reference to the share capital of the company, the company shall ensure that the reference is not stated otherwise than as a reference to the issued share capital of the company that is paid up.
Where a company has a website, it shall display in a prominent and easily accessible place on that website, the particulars referred to above. If there is a reference in such a website to the share capital of the company, the same requirement applies to such a reference as it applies to such a reference in business letters and order forms; and the reference shall be displayed in a prominent and easily accessible place on the website.
If special circumstances exist which render it, in the opinion of the Minister, expedient that such an exemption should be granted, the Minister may, subject to such conditions as he or she may think fit to impose and specifies in the exemption, grant in writing, an exemption from the obligations.
If a company makes default in complying with the above obligations, the company and any officer of it who is in default is guilty of a category 4 offence. A “director” includes any person in accordance with whose directions or instructions the directors of the company are accustomed to act.
Register of Directors I
The Companies Act, 2014 continues the obligation to maintain a register of directors and secretaries. Former directorships during the previous five years (formerly ten years) must be recorded. There is provision for a register of assistant and deputy secretaries in accordance with the new offices now provided for by that Act.
The register shall contain the following particulars relating to each director:
- his or her present forename and surname and any former forename and surname;
- his or her date of birth;
- his or her usual residential address;
- his or her nationality;
- his or her business occupation, if any; and
- particulars of any other directorships of bodies corporate, whether incorporated in the State or elsewhere, held by him or her or which have been held by him.
Register of Directors II
The general rights of inspection and the right to obtain extracts and copies of company registers, apply to this register. It is open to inspection by the members of the company during business hours, subject to reasonable restrictions as may be imposed. It must be open at least two hours a day. It may be inspected by non-members for a small fee.
It is not necessary for the register to contain particulars of any directorship 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 or of another body corporate of which the company is or was the wholly owned subsidiary.
Register re Secretary I
The register shall contain the following particulars relating to the secretary or, where there are joint secretaries, in relation to each of them.
In the case of an individual, it shall contain
- his or her present forename and surname and any former forename and surname;
- his or her usual residential address; and
- his or her date of birth.
Register re Secretary II
In the case of a body corporate, the following are required
- the corporate name;
- its registered office;
- the register in which it is registered; and
- the number under which it is registered in that register.
Where all the partners in a firm are joint secretaries of a company, the name and principal office of the firm may be stated instead of the particulars above.
In relation to any assistant or deputy secretary, the same particulars shall be contained in the register in relation to the assistant or deputy secretary as are required for the secretary or joint secretary.
Directors to Give Information
It is the duty of each director and secretary and assistant or deputy secretary, if any, of a company to give information in writing to the company as soon as may be of such matters as may be necessary to enable the company to comply with its obligations in relation to registers and registration with the CRO.
If default is made in complying with this obligation, the company concerned and any officer of it who is in default is guilty of a category 3 offence.
It is the duty of a company to make reasonable enquiries of a person, on his or her appointment as director of the company, so as to ascertain whether the relevant requirements fall to be complied with by that person in relation to that appointment. A failure of the company to do so does not relieve the person of his or her obligations.
References and Sources
Companies Act 2014 (Irish Statute Book)
Companies Act 2014: An Annotation (2015) Conroy
Law of Companies 4th Ed. (2016) Ch.2 Courtney
Keane on Company Law 5th Ed. (2016) Hutchinson
Other Irish Sources
Tables of Origins & Destinations Companies Act 2014 (2016) Bloomsbury
Introduction to Irish Company Law 4th Ed. (2015) Callanan
Bloomsbury’s Guide to the Companies Act 2015 Courtney & Ors
Company Law in Ireland 2nd Ed. (2015) Thuillier
Pre-2014 Legislation Editions
Modern Irish Company Law 2nd Ed. (2001) Ellis
Cases & Materials Company Law 2nd Ed. (1998) Forde
Company Law 4th Ed. (2008) Forde & Kennedy
Corporations & Partnerships in Ireland (2010) Lynch-Fannon & Cuddihy
Companies Acts 1963-2012 (2012) MacCann & Courtney
Constitutional Rights of Companies (2007) O’Neill
Court Applications Under the Companies Act (2013) Samad
Company Law – Nutshell 3rd Ed. (2013) McConville
Questions & Answers on Company Law (2008) McGrath, N & Murphy
Make That Grade Irish Company Law 5th Ed. (2015) Murphy
Company Law BELR Series (2015) O’Mahony
Companies Act 2006 (UK) (Legilsation.gov.uk)
Statute books Blackstone’s statutes on company law (OUP)
Gower Principles of Modern Company Law 10th Ed. (2016) P. and S. Worthington
Company Law in Context 2nd Ed. (2012) D Kershaw
Company Law (9th Ed.) OUP (2016) J Lowry and A Dignam
Cases and Materials in Company law 11th Ed (2016) Sealy and Worthington
UK Practitioners Services
Tolley’s Company Law Handbook
Palmer’s Company Law