Company Registers & Statutory Books : A Guide

What registers are required?
A company is required to keep:

• A register of directors – details of all past and present company directors.
• A separate register of its directors’ residential addresses, this is not available for public inspection.
• A register of members – a list of past and present shareholders and details of their shareholdings.
• A register of persons with significant control – please see our article on PSC registers for more details.
• A register of secretaries – companies are no longer required to have secretaries, but this register is to be kept if a company has or has ever had a secretary.
• A register of charges – only for those created before 6 April 2013.

In addition to the above, companies are also required to keep copies of all directors’ service contracts and records of resolutions and shareholder meetings.

What should a register of members (shareholders) include?
According to UK company law, the register of members should contain:

• the members’ names and addresses;
• the date on which they registered as, or ceased to be, a member; and
• a statement of the shares held by each member, distinguishing each share by its number, and where the company has more than one class of issued shares, by its class, together with the number and class of each share (if relevant), and the amount paid or deemed to be paid on it.

What should a register of directors include?
The register of directors must contain certain particulars for each director. Set out below are the required particulars for individual directors (i.e. directors which are not corporate entities (which applies in most cases)):

• name (including forename and surname) and any former names;
• the country or state (or part of the UK) in which they are usually resident;
• a service address or correspondence address (which may be stated to be ‘the company’s registered office’);
• nationality (should the individual hold multiple nationalities – a choice must be made);
• business occupation (if any); and
• date of birth.

What should a register of directors’ residential addresses include?
For a company with individual directors, as the name suggests, its register of directors’ addresses must state the usual residential address of each of the company’s directors (unless the director’s usual residential address is the same as their service address, in which case the register may instead contain a statement to that effect).

What should a PSC register include?
Please refer to our article named ‘What is the PSC regime and do we need a PSC register?’ for the information this register should contain. 

What should a register of secretaries include?
The register should include the full name (including any former name(s)), date of appointment and termination (where applicable) and service address of each company secretary.

Should we keep any other registers?
It is best practice (but not obligatory) for a company to keep registers of Applications and Allotments, Transfers, Certificates, Appointments, Dividends, Debentures and Directors’ Interests.

How often should the registers be updated?
Any changes to the information kept in a company’s registers should be updated immediately. Much of the information in these registers is also recorded at Companies House, and most changes to a company’s record are required to be notified to Companies House within 14 days.

Where should the registers be kept?
Unless a company has elected to keep the registers on the public register at Companies House (which means anyone can see or make a copy of the details contained in the registers), these records must be kept available for inspection at the company’s registered office or in a single alternative inspection location (SAIL) in electronic or paper format available on demand within 5 working days.

Can anyone look at our company registers?
Shareholders of the company may inspect registers free of charge, and members of the public can request to inspect and make copies of registers at a specified time for a prescribed fee.

What is the penalty for failing to maintain registers?
It is an offence of a company and all its officers not to keep up-to-date and accurate registers in accordance with company law. The consequence of being convicted of such an offence is an unlimited fine.

Comment
When acting on a transaction for a buyer during the due diligence process, we often see that a company’s statutory registers have not been maintained and we recommend to the buyer that they are rectified prior to completion as the cost of consolidating the registers can be prohibitive and there is a risk attached to buying a company without up to date records. So, whilst statutory registers are often overlooked in favour of making filings at Companies House or the running of the company, it is important that they are kept up to date.

Contact a member of our Corporate & Commercial team or our in-house qualified Company Secretary for assistance with your company registers/statutory books or any other company secretarial queries you may have.