Membership of a Company
The company in its Constitution normally sets out the rules in relation to membership.  These rules may state, who can be a member, how to become a member and how to cease membership.  The initial subscribers to a company’s Constitution are deemed to have agreed to become members of the company.   All subsequent members agree to become members and their name is entered in the register of members.

Please see ODCE Information Booklet and Quick Guide on Members
Yes. All companies are required by law to have a minimum of one member and most companies do not have a maximum limit on membership.  There are two exceptions (a) Private Limited Companies (LTD) and (b) Designated Activity Companies - have a maximum limit on membership set at 149.
A shareholder is a person who holds a share or shares in a company. The shareholder becomes a member of the company when their name is entered into the register of members.
In a company limited by shares the process is by the transfer of the share. In other company types the Company's Constitution should set out the process by which the member can relinquish their membership.

Yes. The Companies Act requires every company to keep a register of its members at the company’s registered office. (Section 169 CA 2014).

 

The register should contain the name and address of each member, the date on which each member was entered on the register and the date on which they ceased to be members. If the company has a share capital the register should also contain the number of shares held by each member.

Any member of the company may inspect the register free of charge, and any other person may inspect the register on the payment of a fee (Section 216 Companies Act 2014).

A member or any other person may request a copy of the register from the company on the payment of the relevant fee (Section 217 Companies Act).

 Refusal or default by the company or any officer of the company in relation to the register is an offence.

If a company or officer fails to comply with a request, the requester can ask ODCE to assist them.  ODCE can assist when a formal complaint form is completed and submitted to the Office.

Court Rulings

The Director of Public Prosecutions v Mary Donnelly

Author: Maria Leavy/24 April 2017/Categories: Prosecution Cases 2017

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Woman pleads guilty to Fraudulent Trading

Acting on the directions of the Director of Public Prosecutions, Gardai from the ODCE this morning arrested a woman and charged her with one count of fraudulent trading contrary to section 297 of the Companies Act 1963 (as amended). The woman was brought before Limerick District Court, where, following evidence of arrest, charge and caution she entered a plea of guilty and was sent forward for sentencing to the next sitting of Limerick Circuit Criminal Court.

Full details of the charge are set out below:

"That you Mary Donnelly, between the 1st day of January 2013 and the 25th day of October 2013, both days inclusive, within the County of Limerick, were knowingly a party to the carrying on of the business of a company Shannonside Audio/Video Limited for a fraudulent purpose namely the dishonest solicitation of payments from Close Invoice Finance Limited trading as Close Brothers Commercial Finance by furnishing false or misleading invoices: Contrary to Section 297 of the Companies Act, 1963 as substituted by Section 137 of the Companies Act, 1990."

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