Ireland · Members, registers, meetings and resolutions

Company registers, minute books, the register of members and rights of inspection

the Companies Act 2014 · sections 127, 169, 173, 212 to 214, 216 and 218

Registers fail on location and on timing. A register or document to which section 216 applies must be kept at the registered office, at the principal place of business in the State, or at another place in the State, and where a third party keeps it for the company that place must also be within the State (section 216(3) and (4)). During business hours it must be open to inspection in the manner subsections (8) to (10) set out, except when the members' register is closed under section 174 (section 216(7)).

The response times are short. A company has 10 days after receiving a request under section 216(11) or (12), and after payment of the relevant fee, to send the copy or the part requested (section 216(13)). Entries in the register of members must be made within 28 days after the agreement to become a member is concluded, or after entry as a subscriber, and within 28 days after a person ceases to be a member (section 169(3) and (4)).

Section 169 sets the contents of the register of members and the periods in which entries must be made. Section 173 governs rectification, and where a rectification also affects a particular delivered to the Registrar, the company must give notice of the rectification in the prescribed form within 21 days after it is made (section 173(6)). Sections 216 and 218 govern where registers and documents are kept, who may inspect them and on what terms copies must be provided.

Sections 212 to 214 hold the oppression remedy. A member may apply where the affairs of the company are being conducted, or the powers of the directors are being exercised, in a manner oppressive to that member or in disregard of that member's interests. Where the court makes an order amending or giving leave to amend the constitution, a certified copy must be delivered to the Registrar within 21 days after the making of the order (section 212(6)). Section 127 governs the minute books of general meetings.

Files 18 and 25 of the IE-COMPANY package cover this situation. File 18 works through every register and minute book the company keeps, where each is held, who may inspect it, how requests for copies are handled and within what period. File 25 works through the register of members in detail, the 28-day entry periods, any rectification and the filings that follow, and the oppression remedy in sections 212 to 214.

This situation is covered by these files from the pack IE-COMPANY

• File 18 · Company registers, minute books and rights of inspection
• File 25 · The register of members, its rectification and the remedy in case of oppression

ComplianceSME tracks the Companies Act 2014 and issues update files through the membership, so that you are never working from a superseded version. Membership

Back to the Irish library →