It is important to have the corporate governance records up to date to comply with Irish Law. It is also important to be ‘diligence-ready’ should your company be seeking funding from investors or if you are selling the company. One of the first items on the agenda for potential investors or buyers will be to carry out diligence on your company beginning with the request for and review of the corporate governance records.
Corporate governance records
Company directors should be aware of the following main corporate governance records:
- Register of members
- Register of debenture holders
- Stock transfer forms and stamp certificates
- Share certificates/cancelled share certificates/indemnities for lost share certificates
- Register of directors and secretaries
- Register of disclosable interests (directors’ and secretaries’ interests in shares and debentures)
- Individual and group acquisitions register (for public limited companies)
- Directors’ letters of resignation
- Instruments creating charges
- Contract for the acquisition of shares or written memorandum setting out the terms of the contract
- Director’s contract for service or written memorandum setting out the terms of that contract
- Minutes of directors’ meetings/written resolutions of the directors
- Minutes of members’ meetings/written resolutions of the members
- Register of beneficial ownership.
Who has the right to inspect a company’s corporate governance records?
|
|
Shareholders
|
Directors |
Members of the Public
|
|
|
Register of members |
Yes |
Yes |
Yes |
Yes |
|
Register of debenture holders |
Yes |
Yes |
Yes |
Yes |
|
Register of directors and secretaries |
Yes |
Yes |
Yes |
Yes |
|
Register of disclosable interests |
Yes |
Yes |
Yes |
Yes |
|
Individual and group acquisitions register (for public limited companies) |
Yes |
Yes |
Yes |
Yes |
|
Copies of instruments creating charges over company property |
Yes |
Yes |
No but must be available to the inspection of any creditor of the company. |
Yes |
|
Copies of directors’ service contracts/written memoranda |
Yes |
Yes |
No |
Yes |
|
Minutes of meetings of members/written resolutions of members |
Yes |
Yes |
No |
Yes |
|
Minutes of meetings of directors/written resolutions of directors |
No |
Yes |
No |
Yes |
Upon request, your company must be able to provide timely access to your beneficial ownership register to the following authorities:
- Any member of An Garda Síochána
- The Revenue Commissioners
- A competent authority
- The Criminal Assets Bureau
- An inspector appointed by the Office of the Director of Corporate Enforcement
- Or any designated person, for example a law firm or a bank, with whom your company is to enter into an occasional transaction involving the engagement of a solicitor, or a loan from a bank, which requires the designated company to carry out “know your client” customer due diligence on your company
Conclusion
Are your corporate governance records in order for review? Do you need to establish certain registers? Professional advisors can provide a ‘health check’ on your records. They can also suggest remedial action that may be required to bring the records up to date and on where and how long the records should be held.
If you would like assistance in establishing and maintaining your corporate governance records or a review of existing records and advice on remedial action that might be needed, please contact a member of our Corporate Governance & Compliance team.
The content of this article is provided for information purposes only and does not constitute legal or other advice.
