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.
The short version
Three numbers worth knowing before you shop.
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.
- Certificate of incorporation
- Current constitution as filed with the CRO
- Evidence of current directors and secretary
- Latest annual return filing
What a new company should have on day one
Terms you will see on the order form
Four things people get wrong
Three companies, three different shopping lists
A sole-director consultancy
Aoife runs a one-person consultancy. She needs registers, one share certificate and a way to prove the company exists.
A family property company
Three siblings hold shares and will pass them on. Transfers will happen, so paperwork matters.
A subsidiary of a foreign group
The parent's bank abroad wants sealed documents and certified copies.
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.
Related guides
Replacement company documents
How to replace a lost certificate of incorporation, constitution or good standing letter.
SEALSCompany seals in Ireland
What Section 43 says and how to apply the common seal correctly.
SHARESShare transfer and allotment
Stamp duty, registers and beneficial ownership when shares change hands or are issued.
SECRETARIALCompany secretarial services
Registers, annual returns, director changes and everything the CRO expects.
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
