The Statutory Register
Companies are required, under s113 of the Companies Act 2006 to keep a statutory register.
There is no mandatory format and they may be kept in hard copy or electronically.
Register of members
For private limited companies the register must include, under s113 CA 2006, a register of members, detailing each member’s name, address, number of shares held, date of entry as member and date of cessation as a member.
Register of directors
The register must also contain a register of directors (s162 CA 2006) which must contain the name, service address, country of residence, nationality and date of birth of each director. A separate register must also be kept with each director’s home address (s164 CA 2006).
Register of secretaries
Under s275, a company is required to keep a register of secretaries. There is now no requirement for private limited companies to appoint a company secretary.
Register of charges
S876 of the CA 2006 requires limited companies to keep at their registered office an up to date register of charges identifying all charges relating to company property giving in each case:
A short description of the property charged, the amount of the charge, and the names of the persons entitled to the charge. The company must also (under s875) keep a copy of every charge on its property at its registered office. All new charges require to be notified to Companies House within 21 days.
Failure to maintain the statutory register constitutes an offence by the company and any officer in default and is punishable by a fine.
Inspection of company books
The register must be maintained and kept available for inspection by members and by the general public at the company’s registered office.
Members must be allowed to inspect the register without charge, but other persons must pay the prescribed fee to inspect it. Members or the general public may request a copy of the register for a prescribed fee.
The register of directors’ residential addresses does not require to be made available for public inspection.
Under ss166 & 117, requests for inspection or copies must contain the following information:
- the name and address of the person making the request and the name of the organisation they are acting for
- the purpose for which the information is to be used
- whether the information will be disclosed to any other person and, if so, identify that person and the purpose for which they will use the information.
Companies must comply with such a request within 5 working days or apply to the court, notifying the applicant. Where the court is satisfied that the request was not made for a ‘proper purpose’, it must direct the company not to comply with the request and may further order that the applicant is liable for the company’s costs. The court may also ordain the company not to comply with any similar requests, or it may order the company to comply with the request.
In the absence of a court order, where the company fails to comply with a request for inspection of the register, the defaulting officer of the company may be fined. The company must also, under s120 inform the person inspecting the register of the most recent date on which alterations were made to the register and that no further alterations were made and must identify any alterations to the register that are not reflected in the index.
It is an offence for a person knowingly or recklessly:
- to make a statement that is misleading, false or deceptive in a material particular in a request under sec116, or
- having obtained information from the share register, to do anything that results in that information being disclosed to another person, or
- to fail to do anything with the result that the information is disclosed to another person, knowing, or having reason to suspect that that person may use the information for an improper purpose.
Other documents to be maintained by a company
Under s228 CA 2006, if the company has any director’s service contracts in place, these should be made available for inspection. Members should be permitted to obtain a copy of these on payment of a fee.
Records should also be kept of any shareholder resolutions passed by the company for a period of 10 years (s358 CA 2006). They must be made available for members to inspect without charge.
Companies are also required to maintain (under s248) minutes of all directors meetings for a period of 10 years. These do not however require to be maintained at the company’s registered office for inspection.
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