A company is required under the Companies Acts 1963 to 2012 to maintain the following:

• Register of Members
• Register of Directors and Secretaries
• Register of Directors’ and Secretary’s Interests
• Register of Debenture Holders
•  Minute Books

It is the responsibility of the Directors of a company to ensure compliance with all provisions of the Companies Acts, 1963 to 2012. We recommend that the Directors of a company carry out a health check on the Company Registers and Minute Books of a company annually to ensure that the Statutory Registers and Minute Books are up-to-date and compliant with the Companies Acts.

Members of the company, the officers of the company and the general public may inspect the following records:

·         Register of Members

·         Register of Debenture Holders

·         Register of Directors’ and Secretary’s interests in Shares and Debentures

·         Copies of Directors’ Service Contracts / Memoranda

Please note any change in location of these registers must be notified to the CRO on Form B3 within 14 days of the event occurring. A filing fee of €15 arises, but can be filed for free online using CORE.

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1. Deadline Dates

Deadline dates are strictly enforced by the Revenue and Companies Registration Office and penalties and fines are regularly imposed. Ensure that you keep a note of  your company’s Annual Return Date and Corporation Tax deadline and that you forward your books and records to your accountant as soon as possible after the year end.

2. Payments to Directors

Directors should only withdraw money from the company as part of a salary, dividend, reimbursement for motor and travel expenses or repayment of a loan given to the company. Any payments in excess of these could contravene the Companies Acts and trigger a tax liability. Always seek professional advice before withdrawing money from the company.

3. Mileage and subsistence

Subject to certain conditions directors can claim mileage and subsistence to reimburse them for genuine business travel. Note that the vehicle must be in the director’s name and not a company vehicle. A director cannot claim “on the double” e.g.  claim mileage from the company and pay for the petrol by company cheque; or claim subsistence and simultaneously pay for lunch on the company credit card. Proper records must be kept. Ensure that mileage and subsistence rates do not exceed the maximum rates set by the Revenue.

4. Directors’ Income Tax Returns

Most company directors need to submit an income tax return by 31 October each year, even if their only source of income is from the company.

See also: Introducing New Shareholders to a Limited Company

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