Part 4 – Corporate Governance

Rules on members

In general, the rules on members remain the same. The salient points are as follows:

  1. Anyone who subscribes to a company’s constitution is deemed to have agreed to become a member of that company. When the company is registered, their names are entered on the register of members. The register is prima facie evidence of the information inserted in it.
  1. Every other person who agrees to become a member will be a member when her name is entered on the register of members.
  1. The information that must be kept in the register can be found here (Section 169)
  1. No notice of any trust is to be entered on the register of members.
  1. The register may be kept on behalf of the company by a third party (Section 216(2)). If the company commits an offence under the Act which relates to the register – for example, in failing to keep full particulars of the register – that third party is also guilty of the offence “and may be charged with it and convicted of it whether or not proceedings for an offence are brought against the company.” (Section 172). The penalty is €5,000 and/or six months in prison.
  1. The circumstances in which a person may apply to have the register rectified are set out here (Section 173). The law here is a re-enactment of Section 122 of the 1963 Act – with one exception. There is a new provision which allows a company to rectify any error or omission relating to its issued share capital.
  1. A company may close the register for up to thirty days if it advertises this fact before doing so.