Member and Shareholders

The initial subscribers to a company’s constitution are deemed to have agreed to become members of the company. Any person or company who agrees to become a member of a company and whose name is entered in its register of members will become a member of the company. A member is a person or company who participates in the capital of a company and is registered as such.

The register of members is a register which must be kept by every company. The register must ordinarily be kept at the company’s registered office. However, it may be kept elsewhere – although not outside the State for the purposes of being updated. Every company is required to notify the Registrar of Companies of the location at which the register is kept and of any change in that address. The register is open to inspection to every member free of charge and to any member of the public on payment of a small fee.

Register of Members

It must set out the following information:

• Members’ names
• Members’ addresses
• Number of shares held by each member – in the case of companies having a share capital
• The date on which each person was entered in the register
• The date on which each person ceased to be a member of the company

A shareholder is a person, partnership or body corporate who holds a share or shares in a company. A member of a company which is limited by shares must be a shareholder in the company. In practical terms, a shareholder will invariably be a member of a company. However, it should be noted that a person who purchases shares in a company, while being a shareholder from the date of purchase, will not become a member of the company until their name is entered into the register of members.

A company may be permitted by its Memorandum and Articles of Association or the constitution to issue different classes of shares which may differentiate between the rights of the shareholders in the company.