If you own and manage a company in the UK, then the short answer to these questions is that you should know! The majority of UK companies are legally required to keep statutory registers.
Companies’ statutory registers used to be large physical books which would normally be issued to the directors of a company on incorporation. They tended to be stored in a dark place and largely ignored subsequently.
Nowadays, with advances in technology and many private limited companies being incorporated by the directors and shareholders themselves, often the statutory registers are not even created.
The status quo of the statutory registers usually comes to light when they are needed for the sale of the company, or some other significant share transaction.
Private limited companies are required to keep the following statutory registers:
It is good practice also to have the following registers:
With the focus being on the day to day running of the business, statutory registers are probably the easiest part of the business to forget. Many also think that completing yearly filings at Companies House is sufficient to comply with the requirement of having statutory registers. However, this is not the case unless the company has specifically elected to keep the information that must be recorded in certain statutory registers on the public register maintained by the Registrar of Companies.
Failure by companies to hold these registers is a criminal offence by the officers of the company and the company itself.
Additionally, the register of members is also the definitive statement of who the members of the company are and what shares they hold. This means that when shareholders want to exit a company, the register of members will be required to be produced and relied upon prior to completion of the exit. If the statutory registers have not been kept up to date (or do not exist), these will need to be updated or reconstituted prior to the transaction completing, which can cause significant delay to timings and incur additional costs.
There is also a right for members of a company to inspect a company’s statutory registers by giving the company ten working days’ notice (or shorter in certain circumstances). This will require a private company to make its company records available to the member for inspection and copying. It is therefore important to make sure accurate registers are kept which can be made available at short notice.