A guide to statutory registers

Every company is required to keep accurate and up-to-date statutory registers for their business under the Companies Act 2014 and a number of them need to be capable of inspection.

This guide sets out what each is and links to a template that you can use to create your own.

Each company is obliged to make these available to its members and in some instances to members of the public.

A company must keep its registers and records either at its registered office or at another place within the State, such as the company’s principal place of business.

 

Statutory Registers

 

The following statutory registers are required to be kept by every private limited company:

1. Register of Members

The register of members is designed to provide a record of who the company shareholders are.

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).

It will include a reference to the register of allotments and the register of transfer (if applicable).

Click here to access the register of members

2. Register of Directors 

A register of directors contains a number of key details about each statutory director that you appoint to help manage the running of your business.

The register must include the following details for each director and the company secretary:

• 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

Click here to access the register of directors

3. Register of Secretaries

Every company, even a sole member company, is required to have a company secretary.

The company secretary may be one of the directors.

Where a company has only one director, that person cannot hold the office of secretary.

A register of secretaries contains a number of key details about any individual or company that acts as secretary of the company.

• Full name
• Address
• Date of appointment and resignation (if applicable)

Click here to access the register of secretaries

4. 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

Click here to access the register of directors’ interests

5. 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.

This statutory requirement came into existence on the 15^th November 2016 as part of Ireland’s implementation of the 4^th EU Anti-Money Laundering Directive (AML4D).

A beneficial owner is defined as the natural person(s) who ultimately owns/controls the corporate or legal entity through direct or indirect ownership of a sufficient percentage of shares or voting rights.

Any person who holds more than 25% of the company’s shares (whether directly or indirectly) is considered to be a beneficial owner. 

In the case of indirect ownership (e.g. a trust structure or corporate entity as a shareholder), there is still a legal requirement to file and disclose details of the ultimate beneficial owner (UBO).

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

The Register details your business’ ultimate beneficial owners who have a position of real influence when it comes to the running of your business.

Click here to access the register of beneficial ownership

*Please note that AML4D have also created a separate requirement to file details of these beneficial owners with the Central Register of Beneficial Ownership (CRBO).

In order to file data with the RBO, a person must first register  on the RBO’s on-line Registration Portal in the RBO website and be issued with a Username and Password.

6. Register of Transfers

The Register of Transfers documents the movement (transfer) of shares from one shareholder to another.

This may not happen when your business is small – but the larger you get, the more often this may occur.

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

Click here to access the register of transfers

7. 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)

It’s a useful register since it records the issue of shares and maintains a list of who owns which shares.

Click here to access the register of allotments

8. Register of Mortgages and 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)

Keeping a register of mortgages and charges helps a company keep track of its current obligations.

This makes it easier to give quick answers to queries arising from audit or other third parties.

The charges register is an internal document and should not be confused with the public record maintained by the CRO.

Click here to access the register of mortgages and charges

 

Importance of maintaining statutory records and registers

 

The correct maintenance of statutory registers and the minute book is an essential obligation for any company.

This obligation becomes particularly important when a company is being sold.

Registers should be kept for the entire lifetime of the company and 6 years post wind up of the company.

Registers are always requested by potential buyers in conducting their due diligence on a potential target.

If there is a gap in record keeping, the prospective buyer will be unable to satisfy themselves that the company has complied with its statutory obligations and will require the company and its owners to rectify any defect or neglect at their own cost.

 

Access to and inspection of books and registers

 

Certain inspection rights attach to the various statutory registers, books and documents:

• The registers are open to inspection by any member of the company without charge
• Any other person may also inspect the register of members, directors and secretaries and disclosable interests and request a copy of those registers on the payment of a fee
• Minutes of meetings of the shareholders and any written resolutions of the shareholders can be accessed by the members of the company, by the Corporate Enforcement Agency and the company’s auditors
• Minutes of directors’ meetings and of committees of the directors and written resolutions of the directors are open to directors, the Corporate Enforcement Agency and the auditors

 

Offences

 

Failure to ensure that the statutory registers and books are maintained is a category three criminal offence.

Failure to ensure that the minute books, both shareholder and director minutes and resolutions, are maintained is a category four criminal offence.

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.

Maintaining statutory registers and minute books of a company is a very important part of corporate governance.

The registers and book provide a historical and current record of a company’s ownership and all persons responsible for controlling the business.

This information is essential and may be required in a number of instances, such as challenging or validating share ownership, completing share transfers, inheriting shares and exercising legal rights.

Failing to keep statutory registers is an offence that can lead to penalties not only of the company but also for its officers.