Administration

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Administration and Filing

There is an obligation to file an annual return with the Companies Registration Office. In almost all cases there is an obligation to file accounts. Generally, accounts must be audited although an audit exemption applies for companies whose turnover balance sheet size and/or employment numbers is below certain thresholds. The regime is identical to that in the UK, being based on an EU Directive.

Certain key documents must be filed with the Companies Registration Office. An annual return must be made within 28 days of the annual return date.

In addition certain important changes such as

  • appointments and changes of directors
  • the issue of new capital
  • change of registered office
  • particulars of mortgages and satisfaction of mortgages
  • amendments of the constitution
  • special resolutions of the members
  • some ordinary resolutions

must be the subject of a return.

Most documents are now filed electronically through the Company Registrations Office online platform. Documents which have been filed are available for inspection by the public. They are available online in much the same way as with Companies House in the United Kingdom.

Administrative Obligations

The company must have the necessary skills to carry out its obligations.

Companies have several basic obligations including

  • keep adequate financial records
  • prepare annual financial statements in accordance with the applicable standards
  • have the accounts audited unless they enjoy an exemption
  • maintain internal registers in relation to various matters
  • file certain documents with the Companies Registration office
  • hold annual general meetings and lay accounts before them (subject to exceptions)

Registers

Certain other registers and records must be maintained. The following must be maintained by the company at its registered office or another nominated place.

  • Register or list of members names and addresses
  • statement of shares held by each, distinguishing each share by its number amount paid or agreed to be paid
  • the date on which the person became a member
  • the date upon which is person ceased to be a member

Members of the public may obtain certain records subject to certain conditions.

EU wide money-laundering legislation requires entities to maintain records of beneficial owners of shares. The above broad information on the relevant beneficial owners of the shares must also be maintained by the company.

The relevant legislation deriving from the EU money laundering directives requires EU states to have a central public beneficial ownership register for corporate entities.

There is to be a register of directors with details of the directors’

  • name and former names
  • dates of birth
  • residential address
  • occupation
  • nationality
  • details of other directorships within the previous five years

There is to be a register of the secretary and deputy secretaries with much the same information.

Companies must keep a register of director’s and their secretaries interests in the shares and loan capital of the company and certain group companies.

A register must be kept where a registered person is appointed to undertake certain functions generally on behalf of the board.

There must be a register of debenture holders including much the same protections as that applicable to shareholders.

Other Records

Companies are required to keep minute books of the proceedings at general meetings together with particulars of the resolutions passed. The accuracy of the record must be confirmed by the chairman of the Board of Directors. The company must keep the minute book of all meetings of the directors as well as subcommittees.

Companies must maintain certain information regarding director service contracts including

  • a copy of the contract where it is in writing
  • a written memorandum of it where not in writing
  • copies or memorandum of any variations

Companies must also maintain copies of instruments creating a charge or mortgage over any interest in the company’s assets. Particulars of charges created by the company also must be filed the Companies Registration Office electronically within 21 days.

Copies of Contracts by which the company agrees to purchase its own shares or where it is not in writing, a memorandum of the contract, must be kept.

In most cases, the records which are to be kept at the company’s registered office may be inspected by shareholders and in some cases by creditors and or members of the public.