Company statutory registers – what are they and why keep them?

Posted: 21/05/2021

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.

Statutory requirements in brief

Private limited companies are required to keep the following statutory registers:

• register of members (section 113 Companies Act 2006 (CA 2006));
• register of directors and secretaries (section 162 and section 275 of the CA 2006 respectively);
• PSC (person of significant control) register (section 790M of the CA 2006); and
• register of charges and debentures (for charges created pre–6 April 2013).

It is good practice also to have the following registers:

• register of allotments of shares in a company; and
• register of transfers of shares in a company.

Why are statutory registers important?

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.

Top tips

• Make sure the registers exist – check your records: do not just assume your company accountant/solicitor has them.
• Update as you go – what might take you minutes to update at the time will save you hours later. Every time there is a change in the ownership of shares or a change of directors/secretaries, you need to update the statutory registers. If you are unsure of what needs to be done, do seek professional help as it will save you time and money further down the line.
• Remember to reflect the changes at Companies House – unless you have elected to keep the information that must be recorded in certain statutory registers on the public register maintained by the Registrar of Companies, your separate statutory registers should mirror the Companies House records. If you are updating one, then it is likely that you will need to update the other. Be aware that there are penalties for late filings at Companies House so make sure you know what needs filing and when.
• Use professional company secretarial software – by doing so, you can make the registers available for inspection almost instantly to any location with an internet connection as most company secretary software is now cloud based. In addition, with most professional company secretarial software being linked to Companies House systems, the administrative burden of making changes and annual filings is significantly reduced. At the same time as updating the registers, the software will automatically produce and file the relevant notices/forms with Companies House. This eliminates duplication of work. It also has the benefit that when the time comes to make the annual confirmation statement, the detail in the statutory registers and at Companies House should match as it would have been updated in real time. This means you can simply file the annual declaration to confirm.

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