Every company is required to keep certain registers, books and documents. 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.
The following statutory registers are required to be kept by every company:
- Register of Members
- Register of Directors and Secretaries
- Register of Directors’ and Secretaries’ Interests in shares in the company or its group companies
- Register of beneficial ownership
- Book of directors’ interests in transactions and contracts with the company
- Register of debenture holders. This is required for PLCs only.
- Individual and group acquisitions register. This is required for PLCs only.
- Accounting records, and
- Minute books of
- the proceedings of meetings of the shareholders and documents relating to written resolutions of the shareholders
- the proceedings of meetings of its directors and of any sub-committees of the directors.
Additionally, many companies have supplemental registers that, although not legally required, are very useful in assisting directors in administering their companies. These can include:
- The register of applications and allotments
- The register of transfers, and
- The register of sealings
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 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.
Conclusion
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.
FAQs
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. Register of debenture holders.
What are the statutory obligations of a company? ›
The statutory obligations of a company can vary significantly but often include filing annual returns, maintaining accurate records, and safeguarding workers' rights. Companies must take proactive measures to ensure compliance with these obligations.
Is the company required to maintain the register of securities bought back? ›
(9) Where a company buys back its shares or other specified securities under this section, it shall maintain a register of the shares or securities so bought, the consideration paid for the shares or securities bought back, the date of cancellation of shares or securities, the date of extinguishing and physically ...
How to maintain a register? ›
A register can be maintained in different ways. For example, you may simply retain copies of the individual forms and signature sheets. However, compiling an overview is recommended, and the attached delegation of authority register template is available for departments to maintain their register of delegations.
How to maintain a share register? ›
What a share register needs to include
- member name and addresses.
- the dates on which entries on the register are made.
- the number of shares in each entry.
- the total number of shares held by each member.
- whether the member is holding the shares for its own benefit (beneficially held) or for the benefit of others.
The registrars had a statutory obligation to notify the magistrate of anyone who died leaving minor children. Criticism could be blunted by the plea that there was no statutory obligation, or even permission, to provide contraceptive help as a duty to the community.
What are the statutory duties? ›
the laws that a company, a government organization, or the members of a particular profession must obey: By charging such high prices for electricity, the company was found to be in breach of statutory duty. Hospitals have a statutory duty of care towards patients, and in this case they failed in that duty.
What is the maintenance of registers and records? ›
(1) Every employer shall maintain such registers and records giving such particulars of employees employed by him, the work performed by them, the wages paid to them, the receipts given by them and such other particulars and in such form as may be prescribed.
What is the rule 17 of buyback rules? ›
Offer Period (Rule 17(5)): The buy-back offer must remain open for a minimum of 15 days and a maximum of 30 days from the date of dispatch of the letter of offer. However, if all the members of the company agree, the offer period can be less than 15 days.
What is the format of statutory registers? ›
FORMAT OF STATUTORY REGISTERS
MGT-1: Register of members. MGT-2: Register of Debenture holders. MBP-2: Register of loan and guarantee. MBP-4: Register of contract and arrangement in which directors are interested.
(5) If a company does not maintain a register of members or debenture holders or other security holders or fails to maintain them in accordance with the provisions of sub-section (1) or sub-section (2), the company shall be liable to a penalty of three lakh rupees and every officer of the company who is in default ...
How do you manually maintain a cash register? ›
How to Balance a Cash Register
- Determine the Best “Starting” Amount. ...
- Assign One Employee Per Register. ...
- Require the Same Employee to Count Their Drawer. ...
- Schedule Times for Cash Drops. ...
- Separate Earnings from Starting Amount, and Promptly Store in a Safe. ...
- Utilize Up-to-Date Cash Register Software.
The statutory books of a company consist of several important registers and documents that need to be maintained under the Companies Act 2006. Put simply, they provide evidence of your firm's current constitution and history.
What is Section 88 of the Companies Act? ›
(1) The entries in the registers maintained under section 88 shall be made within seven days after the Board of Directors or its duly constituted committee approves the allotment or transfer of shares, debentures or any other securities, as the case may be.
Who maintains the share register? ›
A shareholder register, also known as a stock register or share register, is typically maintained by the company or its designated transfer agent.
What obligations does a company have? ›
Know your employer responsibilities
- Act in good faith and treat employees fairly. Allow employees to raise concerns and respond to them immediately. ...
- Pay employees on time. ...
- Deduct the correct amounts. ...
- Get leave and federal holidays right. ...
- Health and safety responsibilities of employers. ...
- Protect the privacy of your employees.
A statutory corporation is a body corporate formed by a special act of parliament or by the central or state legislature. It is fully financed by the government. Its powers, objects, limitations etc. are also decided by the act of the legislature. It is also called” public corporation”.
What are the legal obligations of a corporation? ›
Corporations must pay federal tax, employment tax, and often state income tax. For entrepreneurs, understanding tax laws is critical. The IRS website is a valuable resource for information on income tax and employment tax.
What are the statutory duties of a director according to the Companies Act? ›
Statutory Duties
The act sets out the general duties of directors, which are: to act within powers in accordance with the company's constitution and to use those powers only for the purposes for which they were conferred. to promote the success of the company for the benefit of its members.
