Every company that is incorporated in the UK is legally required to maintain a number of statutory company registers at its registered office, a Single Alternative Inspection Location (SAIL address), or at Companies House. These registers, which may be collectively referred to as \u2018statutory books\u2019, must be retained for the entire time that a company is in existence.<\/p>\n
As a director or company secretary, the statutory company registers that you have a duty to maintain and keep up to date, as per the Companies Act 2006<\/a>, are as follows:<\/p>\n Not all private limited companies will need to keep a register of secretaries if no company secretary has ever been appointed. Likewise, there will be no need to keep a register of charges if a company does not have any charges to record.<\/p>\n The Register of Members contains information on past and present shareholders (or guarantors, if a company is limited by guarantee), providing a continuous record of ownership since the company\u2019s incorporation. It is the most important statutory register that a company is required to keep. The details that must be recorded in the register include:<\/p>\n If the company is limited by shares, the register must also contain the following details:<\/p>\n The Register of Directors is a detailed record of every person (past and present) who has been appointed to manage a company on behalf of its members. It must contain the following particulars of each director:<\/p>\n The following details are required for corporate directors: company name, company number, registered office, place of registration, legal form, governing law, place it is registered (details of the registrar).<\/p>\n Details of every director\u2019s home address must be recorded in a statutory register. However, due to the private nature of such information, this register should not be made available for public inspection.<\/p>\n Whilst most private companies no longer appoint secretaries, any company that has, or previously had, a secretary must keep a register with the full name (including any former name) and service address of each company secretary.<\/p>\n This is the newest addition to the statutory registers requirement, having been introduced in April 2016 under The Small Business, Enterprise and Employment Act 2015. The Register of People with Significant Control<\/a> contains information on every person who has had significant interest or control in a company since 6 April 2016. The details that must be recorded about every PSC include:<\/p>\n If an RLE (relevant legal entity), e.g., another company, is being entered into the register, then the following information is required: company name, company number, registered office, jurisdiction incorporated in, governing law, place of registration (details of the registrar), date the company became registrable as a PSC, nature of RLE\u2019s control over the company.<\/p>\n Since 6 April 2013, the Companies Act 2006 no longer requires a company to maintain a statutory register of charges (i.e., securities, such as mortgages or debentures, over company assets), unless the charges were created prior to 6 April 2013.<\/p>\n The Register of Charges, if one must be kept, should contain the following information:<\/p>\n Any charges created after 6 April 2013 need only be registered at Companies House. If there are any instruments relating to these charges, such as mortgage deeds – copies of the documents must be made available for inspection at the company\u2019s registered office or nominated inspection location. A certified copy of any related instruments must also be included when registering a charge at Companies House<\/a>.<\/p>\n Many companies keep other registers, such as a Register of Allotments, Register of Transfers, Register of Sealings, and Register of Directors\u2019 Interests. There is no legal obligation to maintain these non-statutory company registers, but it is best practice and the additional information may prove useful.<\/p>\n Statutory company registers<\/a> are extremely important because they provide a historical and current record of a company\u2019s ownership and all persons responsible for controlling the business. Any changes to the information kept in a company\u2019s statutory registers must be updated immediately to ensure accuracy on any given day.<\/p>\n Such detailed information is essential and may be required in a number of instances, such as challenging or validating share ownership, completing share transfers, inheriting shares, exercising legal rights, verifying or contesting officer misconduct and\/or liability, securing investment, providing evidence of a company\u2019s history in order to finalise the sale of the business, and upon investigation by a liquidator during insolvency proceedings.<\/p>\n The company authentication code \u2013 your key to filing online<\/span><\/a>\n \n Whilst almost all information within the registers is reported on annual confirmation statements<\/a> (previously ‘annual returns’) and disclosed on the central public register at Companies House<\/a>, the confirmation statement simply provides a snapshot of company details on one particular day of the year.<\/p>\n For example, companies do not have to report share transfers until the next confirmation statement is due. Therefore, certain details on public record may not always provide an accurate reflection of a company\u2019s current position.<\/p>\n Despite the legal requirement and vital importance of maintaining company registers, the reality is that many directors and company secretaries are completely unaware of this corporate compliance duty, whilst others simply forget to keep the registers accurate and up to date. No matter the reason, failing to keep statutory registers is an offence that can lead to harsh penalties.<\/p>\n Directors and secretaries (collectively known as \u2018company officers\u2019) have a legal duty to ensure their companies meet all statutory obligations imposed by the Companies Act 2006. Maintaining accurate and up to date company registers is one such duty; therefore, failing to adhere to this statutory obligation is an offence.<\/p>\n Both a company and its officers may face penalties if statutory registers are not maintained.<\/p>\n A company that does not have up to date and accurate registers is considered in \u2018default\u2019. All current officers of a company that is \u2018in default\u2019 are deemed to have committed a summary offence, regardless of which director or secretary was assigned the particular duty of keeping registers. The consequences of being convicted of a summary offence include:<\/p>\n If you realise that you have not been keeping company registers, or you discover that they are inaccurate or not up to date, you must rectify this oversight as soon as possible. Likewise, if your original company registers have been lost or destroyed, you should seek to reconstitute them immediately. Depending on your company\u2019s history of ownership and control, this may be a relatively straightforward procedure.<\/p>\n Most directors choose to keep statutory company registers in a simple loose-leaf binder or single bound book. Alternatively, you can keep your registers in digital format. Provided the registers are legible, accurate, and up to date, the format in which they are maintained is entirely up to you.<\/p>\n Quality Company Formations offer a set of company registers in a hardback loose leaf folder. If you are one of our existing customers, simply log in to your Online Customer Portal<\/a>, go to the SHOP, and purchase the Hardback Loose Leaf Company Register at a cost of \u00a319.99, including postage and packing.<\/p>\n If you are not currently one of our existing customers, you can easily create an free account with us<\/a> and then purchase the item.<\/p>\n The Companies Act 2006 prescribes that all statutory company registers must be stored at a company\u2019s registered office or SAIL address, or on the public register at Companies House.<\/p>\n The option for private companies to elect to maintain the relevant information at Companies House, rather than in their own statutory registers, was introduced on 30 June 2016. Should you choose this alternative, the information will become part of the public register, which can be accessed free of charge online.<\/p>\n\n
Register of Members<\/h3>\n
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Register of Directors<\/h3>\n
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Register of Directors\u2019 Usual Residential Addresses<\/h3>\n
Register of Secretaries<\/h3>\n
Register of People with Significant Control (PSC Register)<\/h3>\n
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Register of Charges<\/h3>\n
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Other company registers<\/h3>\n
Why is it important to keep company registers?<\/h3>\n
Failure to keep statutory company registers<\/h3>\n
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How and where to keep your company registers<\/h3>\n
Inspection of company registers<\/h3>\n