What are statutory registers?
In accordance with the Companies Act 2006, a private limited company is under a legal obligation to maintain statutory registers, which present an accurate historical record of how the business is owned and controlled. The registers should be kept either in physical or digital form at the company’s registered office, a Single Alternative Inspection Location (SAIL address) or at Companies House.
The Companies Act 2006 requires a company to maintain the following statutory registers:
- Register of directors (s162);
- Register of directors’ residential addresses (s165);
- Register of members (s113);
- Register of secretaries (s275);
- Register of people with significant control (PSC register) (s790M); and
- Register of charges (created before 6 April 2013) (s876).
Despite not being required by legislation, it is prudent for companies to also maintain a register of allotments (which displays all shares issued by the company) and a register of transfers, detailing all share transfers which have taken place in respect of the company’s shares.
Register of directors
This register should record the name, date of birth, nationality, service address, correspondence address, country of residence, business address, date of appointment and date of termination (if applicable) for each director of the company.
Register of directors’ residential addresses
This should set out the home address of each director of the company, though this will not be shown on the public register if the correspondence address is different.
Register of members
This should detail the name and address of each shareholder, the number and class of shares that they hold, the amount paid for their shares and the date that the shareholder became a shareholder (and if applicable, when they ceased to be a shareholder).
Register of secretaries
This should evidence the name and service address for each company secretary.
Register of people with significant control (PSC register)
The PSC register should outline any individual or company that meets the requirements of control or influence over a company.
Register of charges
This should show all legal charges granted by the company over some or all of its assets.
Viewing the registers
A company is required to make its statutory registers available for its shareholders to view free of charge, or to a member of the public for a fee. The company must comply within five business days of receipt of a valid request for inspection.
Failure to keep accurate statutory registers
Failure to maintain up-to-date registers is an offence of the company and all its officers (directors and secretaries) by default, and the company’s directors will be acting in breach of their duties. Noncompliance can therefore result in fines for the company and its officers.
Within the context of corporate matters, such as the sale of shares in a company, if a company’s statutory registers are out of date, the process of reconstituting or issuing them will increase transaction costs and could potentially cause delays in the deal timetable, and/or give rise to material concerns on the part of the buyer/investor.
If you require advice relating to maintaining statutory registers, the FSP Corporate team would be delighted to assist.
