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Company records and supplies

Limited company products in Ireland, what to keep, what to sign with, and what is optional

Irish companies must keep certain records under the Companies Act 2014, and a handful of extras are simply handy. Before you buy anything, it helps to know which items the law expects, which ones banks and buyers ask for, and which you can safely skip.

Registers and minutesWhat the law expects you to keep.
Share certificatesProof of who owns what.
Seals and stampsA common seal is required. A stamp is optional.
At a glance

The short version

Three numbers worth knowing before you shop.

5+RegistersMembers, directors and secretaries, interests, charges and beneficial owners, plus copies of director service contracts.
1Common sealSection 43 of the Companies Act 2014 says every company shall have a common seal stating its name.
100%Can be electronicRegisters can be kept on a computer as long as they can be shown in readable form.
By job

Which product is for which job?

Pick the tab that matches what you are trying to do.

Registers and minutes: the paperwork the law requires

Every company has to keep its statutory registers from the day it is incorporated, even in years when nothing changes. They can be kept at the registered office or elsewhere in the State, and members can inspect them free of charge.

  • Register of members (shareholders and their holdings)
  • Register of directors and secretaries
  • Register of directors' and secretary's interests
  • Copies of directors' service contracts
  • Copies of instruments creating charges
  • Register of beneficial owners
  • Minutes of board and shareholder decisions

Certificates and transfer forms

A share certificate is the holder's proof of ownership, and the register of members is the company's. Both need to be updated whenever shares are allotted or transferred, and the register should only change once a properly signed instrument of transfer has been received.

  • Share certificate for each holder
  • Stock transfer form for each transfer
  • Allotment records for new shares
  • Updated register of members after every change
  • Stamp duty return for most transfers

Seals, stamps and who can sign

Section 43 requires every company to have a common seal stating its name, even though most rarely use theirs. Using it needs the directors' authority, a signature and a countersignature, unless the constitution says otherwise. A rubber stamp is a convenience and has no legal weight on its own.

  • A common seal, as the Act requires
  • Directors authorise each use
  • Signed by a director and countersigned
  • A company stamp for invoices and letters is optional

Certificate of incorporation and constitution

Banks, lenders and buyers will ask to see these. If you cannot find the originals, certified copies can be requested from the CRO.

Starter kit

What a new company should have on day one

Statutory registersOpened at incorporation and kept up to date.
Minute bookFor the first board meeting and every decision after it.
Share certificatesIssued to each initial shareholder.
Certificate of incorporationThe original, plus a scanned copy stored safely.
ConstitutionThe version filed with the CRO.
Stock transfer formsReady for the first change of ownership.
A signatory recordWho can sign what, written down.
A common sealRequired by section 43, and used when a document is executed under seal.
Jargon

Terms you will see on the order form

Statutory registersThe official lists a company must keep about members, officers and interests.
ConstitutionThe company's rulebook, filed with the CRO.
Instrument of transferThe signed document that moves shares from seller to buyer.
AllotmentThe company issuing new shares.
Beneficial ownerA person who ultimately owns or controls more than 25% of the company.
EmbosserThe tool that presses the company name into paper to make a seal impression.
Straight answers

Four things people get wrong

✕
MythA company seal is a relic you can skip.
✓
FactSection 43 of the Companies Act 2014 says a company shall have a common seal stating its name. Few companies use it often, but it should exist.
✕
MythThe CRO keeps your registers for you.
✓
FactThe company keeps its own registers. The CRO holds the public filings, which is a different record.
✕
MythRegisters only matter when something changes.
✓
FactThey have to be kept up to date from incorporation. Failing to keep them is an offence.
✕
MythPaper registers are the safe option.
✓
FactElectronic registers are allowed if they can be reproduced in legible form and inspected.
In practice

Three companies, three different shopping lists

Illustration

A sole-director consultancy

Aoife runs a one-person consultancy. She needs registers, one share certificate and a way to prove the company exists.

Electronic registers and a certificate copy
Illustration

A family property company

Three siblings hold shares and will pass them on. Transfers will happen, so paperwork matters.

Registers, transfer forms and clear certificates
Illustration

A subsidiary of a foreign group

The parent's bank abroad wants sealed documents and certified copies.

A seal and certified copies
Quick answers

Questions about company registers, seals and certificates

Short, plain answers to what people ask us most.

Which registers must an Irish company keep?

At least the register of members, the register of directors and secretaries, and the register of directors' and secretary's interests, along with copies of directors' service contracts and of instruments creating charges. A beneficial ownership register must be kept as well.

Can I keep my registers electronically?

Yes, as long as they can be reproduced in legible form and inspected. Many companies now use electronic registers.

Where must the registers be kept?

At the registered office, or at another place in the State if the company tells the CRO. Another person can keep them on the company's behalf.

Who is allowed to inspect them?

Members can inspect the main registers free of charge, and certain registers are open to the public on payment of a small fee.

Is a company seal compulsory?

Yes. Section 43 of the Companies Act 2014 says a company shall have a common seal stating its name. Many companies rarely use it, but it should exist.

What is a company stamp for?

Putting the company name and details on invoices and letters quickly. It does not replace a seal.

What if the certificate of incorporation is lost?

A certified copy can be obtained from the CRO. See our guide to replacement company documents.

Can you set up my registers for me?

Yes. Send us the company name and CRO number and we will prepare them from the CRO record.

Keep reading

Related guides

Need registers, certificates or a seal?

Tell us which company and which items. We will prepare them from the CRO record.

  • The company name and CRO number
  • Printed, electronic, or both
  • Any overseas requirements for sealed documents
  • Where the items should be sent