Membership of a Company

01. Who can be a member 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

02. Is there a limit on the number of members of companies?

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.

03. What is a shareholder?

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.

04. How to cease membership of a company?

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.

05. Is there a requirement to keep a register of members?

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

 

06. What information should the register contain?

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.

07. Who can inspect the register of members?

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.

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