If you’re running your own limited company, there are a number of records the directors are obliged to keep. Here we explain what these registers are used for, and what types of information they contain.
Why are statutory records important?
The company’s records prove that the company itself is a valid legal entity, and can validate claims of share ownership and other information relating to the company directors, secretary, and shareholders.
The importance of keeping the company’s statutory records up-to-date was highlighted in a recent case when a shareholders’ vote over a land transfer was deemed to be invalid – as a share transfer involving one of the ‘shareholders’ present at the meeting had not been recorded in the register of members.
What do the statutory records consist of?
All limited companies must keep the following registers by law, where applicable – as required by the relevant sections of The Companies Act 2006.
1. Register of Members
This must include the names and addresses of all shareholders, the date each member became a shareholder, or ceased to be a shareholder.
A statement of all shares held by each member, the number and class of each share, and the amount paid on the shares.
You can read the full requirements, including provisions for joint shareholders here – here (Companies Act c46, Part 10, Chapter 1, s.113).
2. Register of Directors
This must include the name (and former name), date of birth, address, service address, nationality, business occupation and country of each director.
Read the full requirements here (s.162).
3. People with Significant Control (PSC)
This new requirement became law in April 2016 and is designed to make the ownership of UK companies more transparent. This ownership data is submitted to Companies House each year via the new Confirmation Statement (which is a replacement for the Annual Return). You can find out more in this summary article.
4. Register of Company Secretaries
The role of company secretary is not mandatory, following the implementation of the Companies Act 2006, however if you do appoint a secretary, you must include the person’s name (and former name), and address (a ‘service address’, such as the company’s registered office address may be stated in the register).
You can read the full requirements here (s.277).
5. Register of Charges
The company has to keep a register of any charges made against property owned by the company.
Read the full details here (s.869)
In addition to these statutory registers, a limited company may also keep other registers, detailing information such as stock transfers, and director’s interests.
The registers described above are mandatory and must be maintained by every limited company (although 4. and 5. will not be required in all cases).
Each register must be maintained for inspection by shareholders (or even a member of the public) – by appointment at the company’s registered office or another location if previously communicated to Companies House, however unlikely this may be to ever happen.
Limited companies must also maintain records of all board and directors’ meetings. For many contractors, this will typically consist of records relating to the distribution of company dividends.
If you have any questions about your obligations as a limited company director, make sure you ask your contractor accountant.