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Company Records

/ˈkʌmpəni ˈrɛkɔːdz/

Company records are the mandatory statutory documents and registers that every Irish company must maintain at its registered office, including details of directors, shareholders, minutes, resolutions, and financial statements to ensure compliance, transparency, and legal validity in governance matters.

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‍A Company Records is the collection of mandatory statutory documents and registers that every Irish company must maintain and keep available for public inspection at its registered office.

What is Company Records exactly?

Company Records refer to the official documents that detail a company's governance, ownership structure, key decisions, and compliance history. In Ireland, under the Companies Act 2014, every limited company must keep these records up to date and accessible, serving as proof of lawful operations to regulators, investors, and the public. These records form the backbone of your corporate administration, ensuring transparency whilst protecting the corporate veil.

‍You maintain Company Records internally whilst making certain registers available for inspection during business hours. Failure to do so can result in fines from the Office of the Director of Corporate Enforcement or complications during due diligence. For startups, diligent record-keeping from incorporation builds a strong foundation for future growth and investor confidence.

‍The requirement for comprehensive Company Records underscores the importance of appointing a reliable company secretary early. This role ensures all entries are accurate and timely, integrating seamlessly with your compliance calendar to avoid lapses that could jeopardise your firm's standing.

What documents must be included in Company Records?

‍Your Company Records must include the register of members listing all shareholders and their holdings, the register of directors and secretaries with personal details, and the register of directors' interests disclosing conflicts. Minutes of all board and general meetings capture decisions, alongside copies of all resolutions passed.

‍Financial records, such as annual returns and attached financial statements, form part of the public-facing subset, whilst internal files cover contracts, loan agreements, and shareholders' agreements. Keeping these organised prevents retrieval issues during audits or inspections.

How do I maintain Company Records?

‍Maintain Company Records by updating registers immediately after changes, such as a change of shareholders or director appointment. Use digital tools for minute-taking and secure storage, ensuring physical copies where required by law. Regular reviews align records with CRO filings, confirming accuracy.

‍Designate a specific location at your registered office for inspection, notifying changes via Form B2. Professional company secretaries automate much of this, integrating with CRO portals for seamless compliance.

Who has the right to inspect Company Records?

‍Certain Company Records, like registers of members and directors, must be open to public inspection during business hours for a nominal fee. Shareholders enjoy broader access to minutes and resolutions, whilst regulators like the ODCE can demand full disclosure during investigations.

‍Refusal without justification constitutes an offence, potentially leading to court orders. Founders balance transparency with commercial sensitivity by redacting where legally permissible.

Where would I first see
Company Records?

You will likely encounter Company Records when your company secretary provides access during a compliance audit, or when investors request inspection as part of due diligence before committing funds.

What are the penalties for poor Company Records maintenance?

‍Inadequate Company Records attract fines up to €5,000 per director for non-maintenance, escalating for persistent failures. Strike-off risks arise from mismatched public filings, whilst director disqualification looms for repeated breaches. Proactive upkeep via risk management protocols averts these severe repercussions.

Can Company Records be kept electronically?

‍Yes, Irish law permits electronic Company Records provided they are accessible, secure, and reproducible in legible form. Platforms compliant with data protection standards facilitate this, though backup protocols ensure integrity against loss or cyber threats.

‍Transitioning digitally streamlines updates whilst satisfying inspection requirements, particularly valuable for remote teams managing governance remotely.

How do Company Records support fundraising?

‍Clean, comprehensive Company Records reassure investors during due diligence, evidencing sound governance and accurate cap tables. Discrepancies signal risks, potentially derailing deals or depressing valuations. Impeccable records accelerate closings and foster trust.

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