Register of Members (Basic)

What’s a register of members (basic) and when should you use it?

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

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

The Register of Members should state:

• the name and address of each member;
• the date on which each person was registered as a member;
• the date on which any person ceased to be a member;
• number and class of shares held by each member, and
• the amount paid or agreed to be considered as paid on the shares of each member.

Note that the register of members only records the legal owners of shares rather than the beneficial owners.

The register may therefore not completely reflect the true ultimate owners, but rather record nominee shareholders.

However since 22nd June 2019 all Irish companies now have a statutory obligation to file details of beneficial owners with the Central Register of Beneficial Ownership (RBO).

All beneficial owners who own or control more than 25% of a company’s shares must be recorded on the Central Register.

Filing of beneficial ownership data can only be made on-line through a portal on the RBO website at www.rbo.gov.ie.

There are no paper forms and no filing fees involved.

Companies are also required to maintain their one internal register

This makes the process of “hiding” behind nominees more difficult.