Maintaining your Company Registers is a requirement by law, but do you know what information you are expected to record?

Under the Companies Act 2006, every company is required to maintain statutory registers (sometimes referred to as statutory books or records). This sets out details of the directors, the secretaries, the members/shareholders and those with significant control or influence over the company. This article will cover the four key registers companies must maintain. It is an offence by both the company and its officers if any of its registers are not maintained.

The registers become more important when it comes to selling the company or transferring shares, because a buyer will typically want to review the registers to ensure the seller has the authority to enter into the deal. Furthermore, when the shares are bought, the buyer will need possession of the registers (usually delivered when, or shortly after, the deal is completed).

So what information are you required to keep in the key registers?

Register of Members 

Companies have to maintain a register of its members/shareholders. The details which must be recorded on the register are:

  • the names and addresses of the members/shareholders
  • the date on which each person was registered as a member/shareholder
  • the date at which any person ceased to be a member/shareholder

If a company has a share capital, they are also required to record:

  • details of the shares held by each member/shareholder
  • the amount paid or agreed to be considered as paid on the shares of each member/shareholder

Under English law, a person is not legally a member/shareholder until their name is entered into the company's register of members. It is a common misconception that a share certificate is evidence of the legal title to shares. However, although a key document to record share ownership, it is only the register of members that can definitively prove a person's shareholding. Companies should also maintain stock transfer forms (the document by which shares are transferred from one holder to another), as a way of recording the journey shares have taken to get to where they are now. The register of members is sometimes used by auditors or in a legal due diligence process to confirm who the members are. The information available about members at Companies House is not always up to date since the confirmation statement only needs to be filed once a year. This is one of the reasons why the register of members (as well as the register of allotments and transfers) is an important document.

Register of Directors 

Most companies are aware of the need to update Companies House when there are changes to its directors but may not realise that it must update the statutory register too. The details required to be kept on the register are the same as those submitted to Companies House. In the case of individuals:

  • their name and any former name
  • a service address (typically the company's registered office)
  • their residential address
  • the country or state (or part of the United Kingdom) in which he/she is usually resident
  • their nationality
  • their business occupation (if any)
  • their date of birth

In the case of corporate directors:

  • the corporate or firm name
  • its registered or principal office
  • if a foreign company, certain details such as where the company is registered and its governing law

Register of Secretaries 

Although it is not a legal requirement to have a secretary, companies must maintain a register of secretaries (even if it is blank). Where there is a secretary, the details required to be kept on the register are the same as those submitted to Companies House. In the case of individuals:

  • his/her name and any former name
  • his/her address

In the case of corporate secretaries:

  • the corporate or firm name
  • its registered or principal office
  • if a foreign company, certain details such as where the company is registered and its governing law

Register of Persons With Significant Control

Like many other jurisdictions, the UK has taken steps to increase transparency on corporate ownership and control. Persons with significant control (PSC) or relevant legal entities (RLE) ultimately controlling 25% or more of a company are now required to be recorded by the company as well as being recorded at Companies House. As a result, companies are required to maintain a register of such individuals or entities and the details required to be kept, in the case of individuals, are:

  • their name
  • a service address
  • the country or state (or part of the United Kingdom) in which the individual is usually resident
  • their nationality
  • their date of birth
  • their usual residential address
  • the date on which the individual became a registrable person in relation to the company in question
  • the nature of his or her control over that company
  • any restrictions on using or disclosing any of the individual's PSC particulars

In the case of companies as RLE:

  • the corporate or firm name
  • its registered or principal office
  • the legal form of the entity and the law by which it is governed
  • if applicable, the register of companies in which it is entered (including details of the state) and its registration number in that register
  • the date on which it became a registrable relevant legal entity in relation to the company in question
  • the nature of its control over that company

Summary

The statutory registers are an important record of any company's governance and should be regularly reviewed and maintained. They are typically kept at the company's registered office but can be kept off-site (with the location being notified to Companies House) or can be maintained 'centrally' at Companies House. Please see our article on 'The Central Register at Companies House' for more information.

There are also additional administrative requirements under the Companies Act 2006 which companies must adhere to, for example, it must maintain a record of: board of directors' meetings, resolutions passed by members/shareholders and any debentures it has entered into. Other common registers companies maintain are:

  • register of charges (required for any charges created before 6 April 2013 but optional for those after that date)
  • register of debenture holders (required)
  • register of share transfers (optional)
  • register of allotment of shares (optional)
  • register of conflicts of interest (optional)