By Shannon Power, 7th March 2025
Maintaining accurate statutory registers is a fundamental legal requirement for Irish companies under the Companies Act 2014. These registers document essential company details, including ownership, directorships, share transactions, and financial obligations.
In this guide, we’ll explore the 7 key statutory registers that most Irish companies must keep, why they matter, and the consequences of non-compliance.
What are Statutory Registers in Ireland?
Under the Companies Act 2014, Irish companies must maintain several statutory registers. While the exact number varies by company type, there are seven key registers that most businesses must keep. These include:
1. Register of Members
The first and most fundamental statutory register is the Register of Members. This document records all shareholders of the company and is mandatory for most company types, except DACs. It must include details such as:
- Name and address of each shareholder.
- Date of becoming a member (when they acquired shares).
- Number and type of shares held (e.g., ordinary, preference shares).
- Amount paid or agreed to be paid for the shares.
- Date of ceasing to be a member (if applicable).
2. Register of Directors and Secretaries
The Register of Directors and Secretaries records the details of all company directors and secretaries. The register must include the following details for each director and the company secretary:
For Directors:
- Full name
- Residential address (not required to be public)
- Nationality
- Business occupation
- Date of birth (for individuals)
- Date of appointment and resignation (if applicable)
- Details of other directorships in Irish-registered companies
For the Company Secretary:
- Full name
- Address
- Date of appointment and resignation (if applicable)
3. Register of Directors’ and Secretaries’ Interests
In addition to recording who serves as directors and secretaries, Irish companies must also maintain a Register of Directors’ and Secretaries’ Interests. This document ensures transparency regarding financial interests held by directors and secretaries, whether in the company itself, its subsidiaries, or related entities. The register must include details such as:
- The nature of the interest (e.g., shares, options, debentures).
- The number or extent of the interest (e.g., percentage of shares held).
- The date of acquisition or change in interest
4. Register of Beneficial Ownership
The Register of Beneficial Owners (RBO) is one of the most well-known and crucial statutory registers as it lists the individuals who ultimately own or control a company.
For each beneficial owner, the register must include:
- Full name
- Date of birth
- Nationality
- Residential address
- Nature and extent of ownership/control (e.g., percentage of shares or voting rights)
- Date of becoming a beneficial owner
- PPS number (or equivalent for non-Irish residents) for identity verification
5. Register of Transfers
The Register of Transfers documents the movement (transfer) of shares from one shareholder to another. It ensures that a company maintains an accurate record of ownership changes.
For each share transfer, the register must include:
- Name and address of the transferor (seller)
- Name and address of the transferee (buyer)
- Date of transfer
- Number and class of shares transferred (e.g., ordinary shares, preference shares)
- Consideration paid (if any)
- Balance of shares held by both parties after the transfer
6. Register of Allotments
In addition to tracking share transfers, companies must also maintain a record of newly issued (allotted) shares in the Register of Allotments.
For each share allotment, the register must include:
- Name and address of the allottee (the person or entity receiving the shares)
- Date of allotment
- Number and class of shares allotted (e.g., ordinary shares, preference shares)
- Nominal value of shares
- Amount paid or unpaid on each share
- Details of any non-cash consideration (if shares were issued in exchange for assets/services)
7. Register of Charges
The final key register is the Register of Charges. This record details any charges, mortgages, or security interests granted by a company over its assets. It ensures transparency in the company’s financial obligations under Irish company law.
For each charge, the register must include:
- Date of creation of the charge
- Name of the lender (chargeholder)
- Description of the charge (e.g., fixed charge, floating charge, mortgage)
- Details of the secured assets (e.g., property, intellectual property, receivables)
- Amount secured (if applicable)
- Terms and conditions of the charge
- Date of satisfaction or release (if applicable)
Maintaining Statutory Registers
All statutory registers must be maintained and kept correctly. All registers must be stored at the company’s registered office address or in a location in the State (S216 Companies Act 2014). Registers should be kept for the entire lifetime of the company and 6 years post wind up of the company.
These registers must also be available for inspection by the company’s shareholders free of charge, and by members of the public for a fee upon request. All registers must be kept up to date, as they may be inspected from time to time by the relevant party as part of the due diligence process.
Failing to maintain statutory registers can result in:
Fines and penalties – Companies that fail to comply with regulations can face fines of up to €500,000 (e.g., for non-compliance with beneficial ownership requirements).
Legal risks – Missing or inaccurate records can lead to shareholder disputes and regulatory actions.
Difficulty in raising capital – Investors and lenders may refuse to work with companies that do not have transparent records.
Regulatory scrutiny – Companies that fail to comply may be subject to audits, enforcement actions, or restrictions on business activities.
Why Are These Registers Important?
Maintaining statutory registers is not just a legal requirement for Irish companies, it is a fundamental part of good corporate governance. These records provide a transparent view of a company’s structure, financial commitments, and management, ensuring compliance with the Companies Act 2014 and other regulatory obligations.
1. Legal Compliance
Every Irish company is legally required to maintain statutory registers such as the Register of Members, Register of Directors and Secretaries, Register of Beneficial Owners, and more. Certain registers, like the Register of Charges, must also be filed with the Companies Registration Office (CRO) within specific timeframes. Non-compliance can result in financial penalties, restrictions on corporate activities, and reputational damage.
2. Corporate Transparency and Good Governance
Statutory registers provide a clear and structured record of ownership, management, and financial commitments, ensuring accountability among directors, shareholders, and officers. Well-maintained records demonstrate strong corporate governance, which is particularly important for businesses looking to attract investors or enter partnerships. These registers are often required during audits, due diligence processes, and corporate transactions.
3. Protection Against Legal Disputes
Failure to keep statutory registers up to date can lead to ownership disputes, conflicts over voting rights, and issues in enforcing company agreements. The Register of Members is crucial for identifying who holds shares in the company, while the Register of Directors’ and Secretaries’ Interests helps prevent conflicts of interest in decision-making. Accurate records reduce the risk of disputes and provide legal clarity in case of disagreements.
4. Easier Access to Business Financing
Lenders, investors, and financial institutions often review a company’s statutory registers before approving loans or funding. An up-to-date Register of Charges shows clear documentation of a company’s financial obligations, reassuring potential creditors. Without proper records, companies may struggle to secure financing or attract investment.
5. Regulatory and Tax Compliance
Regulatory authorities such as the Revenue Commissioners, CRO, and Central Register of Beneficial Ownership (RBO) may inspect these registers for compliance with tax laws, anti-money laundering (AML) regulations, and corporate reporting requirements. Keeping accurate records helps companies avoid regulatory investigations, fines, and reputational damage.
Conclusion
Statutory registers are not just a legal obligation but a foundation for strong corporate governance. Keeping them accurate and up to date helps companies stay compliant, avoid penalties, and maintain credibility with investors, regulators, and stakeholders. If you’re unsure about compliance, seeking professional advice can help ensure your records meet legal requirements.
If you have any questions regarding statutory registers or any of our compliance services, please feel free to contact the Company Bureau team today. Give us a call at +353(0)1 6461625 or fill out our online contact form.
Disclaimer: This article is for guidance purposes only. It does not constitute legal or professional advice. No liability is accepted by Company Bureau for any action taken or not taken in reliance on the information set out in this article. Professional or legal advice should be obtained before taking or refraining from any action as a result of this article. Any and all information is subject to change.