Registrar Annual Obligations for Companies

• Keeping of Company registers
  • Register of Members
  • Index of members
  • Register of Directors
  • Register of Secretaries
• Notifications and lodgement to Registrar

Keeping of company registers

All registers are to be kept at the registered office of the Company. 

Register of Members

Details include

The names and addresses of members.

For companies having a share capital, a statement of the shares held by each member, distinguishing each share by its number so long as the share has a number, and of the amount paid or agreed to be considered as paid on the shares of each member,

The date each person was entered in the register and the date the person ceased to be a member

Details of warrants issued, dates, share numbers etc.

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Index of members

Every company having more than fifty members must keep an index of the names of the members of the company, unless the register of members is in such a form as to constitute in itself an index.  Within 14 days after the date on which any changeis made in the register of members, the necessary alteration in the index must also be done.

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Register of Directors

Every company must keep details of Directors in a register.  The details to be included in the register are as follows:

• Individuals; Christian name and surname, any former Christian name or surname, usual residential address, nationality, business occupation, if any, particulars of any other directorships held 
• Corporations; Corporate name and registered or principal office, and details of the decision making body of the company (whether it's voting power is controlled by a parent entity).
• Dates of appointment and resignation

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Register of Secretaries

Every company must keep details of its Secretaries in a register.  The details to be included in the register for individual secretaries or where there are joint secretaries, with respect to each of them, are as follows:

• Individuals; Christian name and surname, any former Christian name or surname, usual residential address
• Corporations; Corporate name and registered office
• Dates of appointment and resignation.

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Notification and Lodgements to Registar

Transfers of share capital within 14 days from the date of the transaction.

Annual return for companies with share capital within 42 days from the date of the AGM for that year.  The annual return will include

• registers of members and debenture holders
• details of shares and debentures issued
• details of indebtedness
• past and present members register
• directors and secretary register
• documents which need to be annexed to the return include
  • a written copy of the balance sheet (including every document required by law to be included with the balance sheet, e.g. profit & loss statement and cash flow), certified both by a director and by the secretary of the company to be a true copy,
  • a copy, certified as above, of the auditors report and the directors report accompanying the balance sheet
  • where the balance sheet or documents required by law to be included are in a foreign language, a translation in English of the balance sheet and/or the documents and certified to be a correct translation.

The return must be in form set out in Part II of the Sixth Schedule

Annual return for companies without share capital within 42 days from the date of the AGM for that year.  The annual return will include

• the address of the registered office of the company
• if the register of members is, kept elsewhere other than at its registered office, the address of the place where it is kept
• if any register of holders of debentures of the company is, kept, elsewhere other than at its registered office, the address of the place where it is kept
• all particulars of the directors and the secretary of the company current as at the date of the return who are required by the Law to be contained in the register of directors and secretaries of a company
• a statement of the total amount of indebtedness in respect of all charges and mortgages which are required to be registered or recorded with the registrar of companies
• documents which need to be annexed to the return include
  • a written copy of the balance sheet (including every document required by law to be included with the balance sheet,  e.g. profit & loss statement and cash flow), certified both by a director and by the secretary of the company to be a true copy,
  • a copy, certified as above, of the auditors report and the directors report accompanying the balance sheet
  • where the balance sheet or documents required by law to be included are in a foreign language, a translation in English of the balance sheet and/or the documents and certified to be a correct translation.
   

Private companies must also submit a certificate signed both by a director and by the secretary of the company that the company has not issued any invitation to the public to subscribe for any shares or debentures of the company, since the date of the last return, or, in the case of a first return, since the date of the incorporation of the company.  Where the annual return discloses that the number of members of the company exceeds fifty, a certificate must be included that discloses that the number which exceeeds fifty members is made of past or current employees.

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