A Guide to Maintaining Your Statutory Registers

Ryan Patrick

Feb 28, 2024 • 6 min read

Every registered company in the UK must maintain statutory registers at Companies House or its registered office. It's essential to keep the statutory registers up-to-date. The directors are responsible for maintaining the statutory registers but often overlook them. At Incorpuk, we help company owners maintain these tasks to minimise potential risks and evade penalties.

This guide will uncover statutory registers, types of statutory registers, how to maintain them, and the importance and failure to keep company statutory registers.

What are Company Statutory Registers?

A statutory register is an official record with up-to-date vital company data. This collection of documents must comply with the Companies Act 2006. Let's check different types of statutory registers.

Registers of Members

The member's register serves as a comprehensive record of all individuals or entities possessing shares in a company. It contains information such as:

Their names, addresses, and their shareholdings
The date the individual became a company member
Date when an individual stopped being a member of the company

If it's a company limited by shares, the register must have this information:

Quality and classes of shares
The amount members paid or agreed to pay per share
Transfer of shares details
Allotment of new shares details
Information of shares held in treasury
And other details such as lost shares due to buy, etc

In addition to capturing names and share quantities, this register forms the foundation for shareholder meetings, guaranteeing that only those listed are entitled to exercise voting privileges.

Register of People with Significant Control

This is also called the PSC register. It provides information about people who

Hold over 25% shares of the company
Over 25% of business voting rights
Have the power to remove or appoint a majority of directors of a company

The details that are recorded in the PSC register include:

Name
Date of birth
Nationality
Service address
State where the PSC resides
Usual residential address which isn't disclosed during public inspection
A date on which the person becomes PSC in the company
The PSC nature of control in the business
Are there any rules stopping anyone from using or telling others about the personal details of the individual who has significant control over the company?

If a relevant legal entity (RLE), for example, another, is entered in the register, then it's a must to provide this information:

Company name
Company number
Where the company is registered in
Registered office
Governing law
The registrar details
The date the business became the company registrable PSC
RLE nature of control in the company

Register of directors

This register is a comprehensive document listing all individuals, current and former, who oversee a company on behalf of its shareholders. It must include this information about each director:

Full names and former names
Service address
Nationality
Country or state where the director resides
Business occupation
Date of birth

If it's a corporate director, include this information

Company name
Company number
Registered number
Place of registration
Governing law
Legal form
The place where it's registered

The directors' register is a thorough guide, offering essential details regarding the directors' backgrounds, credentials, and contributions to the company. This register is vital in maintaining strong and accountable leadership within the company.

Register of Charges

The Companies Act 2006 doesn't mandate companies to maintain a statutory register of charges since April 2013 unless your company created charges before 6th April 2013. However, if you must, the registrar of charges must include this information:

Brief detail of the nature of the charge
Amount of charge
Date of charge
Details of the individual entitled to the charge
Copy of instrument related to charge

Any charge you create after April 2013 must be registered at Companies House. You must make any instrument relating to the charge, like mortgage deeds and copies of other documents, available for inspection at the nominated inspection location or company's registered office. Provide a certified copy of related instruments during charge registration at Companies House.

The share transfers register records every instance of transfer of shares among shareholders; the registers have details like:

The names of the transferor and transferee,
The quantity and type of shares involved
Transfer dates.

This register is crucial for monitoring share ownership and ensuring precise shareholder documentation. The share transfers register offers a detailed record of these transactions, enabling the company to identify share ownership at any moment. Additionally, it is a valuable resource for addressing disagreements or inconsistencies regarding share ownership in a company.

Importance of Maintaining Statutory Registers

Maintaining the statutory registers is vital for every company because they provide its history and current record of its ownership and individuals controlling the business. If company information changes, you must update the statutory register accurately. That information is essential and may be needed on various occasions like:

Validating or challenging share ownership
Completing shares transfer
Exercising legal rights
Inheriting shares
Contesting or verifying an officer's liability or misconduct
Provide the company's history to finalise company sale
Securing investment

The information on the statutory register is reported on confirmation statements annually and made available at the Companies House central public register. The confirmation statements provide specific year company details. For instance, if there is a share transfer, you will report it in the following confirmation statement. This means some details on a company's public record may not reflect a business's current position.

Despite the legal obligation and the significance of keeping company registers, many directors and company secretaries are unaware of this corporate compliance responsibility. Others neglect to ensure the registers are accurate and current.

Do you need help forming your company in the UK?

At Incorpuk, we will help you through the company formation process, and file your confirmation statements to help your business stay compliant. Whether you're a UK resident or a non-UK resident, our team is ready to provide guidance and help you establish your company in the UK. Contact us here today.

Where to Keep Statutory Registers

You should keep these registers at your SAIL address or company-registered office, where they will be available during inspection. From 30th June 2016, businesses can keep certain information on registers at Companies House instead of your statutory registers. If you keep your business information at Companies House, it will be available on the public register, and anyone can access it online for free. Remember, per section 1135 of the Companies Act 2006, you can keep a statutory register in electronic form or a hard copy.

Ensure you update the registers immediately after a change; these changes will be updated at Companies House in the next company's annual confirmation statement.

Statutory Register Inspection

As we've mentioned, keeping your statutory registers at Companies House will be available online for the public. But if you keep them at the SAIL address or your business registered office, you must provide access to them from 9 am to 3 pm every working day.

Your company member may inspect the register for free, and a public member may request to check the registers and make copies at a specified fee.

During the inspection, the person making the inspection must provide this information:

Their names and address
The name of the company or organisation they are representing
The purpose of information they are seeking from the register
Will they disclose the information to a third party, and if so, provide the identity of the person and how they will use the information

A company must be notified 10 working days before the inspection. The inspector must also specify the time and date. But If the date requested for inspection overlaps with the notice period for a written members' resolution or a general meeting, only a 2-day notice is required.

After receiving the inspection request, the company must respond within 5 days, complying with the inspection request if they find the inspection has a proper purpose or applying for relief if the inspection has an improper purpose.

Is There a Penalty if You Fail to Maintain the Statutory Register?

The company officers, that is, secretaries and directors, have a legal duty to make sure their businesses meet all Companies Act 2006 statutory obligations. So, failing to maintain the accurate company is an offence that results in a penalty. These penalties apply to the company and its officers if you don't keep up-to-date statutory registers.

Remember, a company without accurate and up-to-date registers is known as default. The company officers of the default company have committed summary offences regardless of which officer was supposed to keep the registers. Here are the consequences of committing a summary offence:

Reputation harms both the company and its officers.
Level 5 fine on standard scale summary offences fines
Daily default fine of a tenth of level 5 fine

If you have not kept statutory registrations, or they're inaccurate or not updated, ensure you rectify them immediately. More so, if your company's original registers are lost or destroyed, look for a way to reconstitute them as soon as possible. This procedure might be seamless according to your company's ownership and control.

Can a Company Hire an Agent to Maintain Statutory Registers

Although, in most cases, company officers maintain company registers, it's a complex task that consumes a lot of time. This is not a problem for big firms since they have multiple directors and secretaries who share administrative duties. But, smaller firms may forget to maintain statutory registers or don't know how to do it.

So, most SMEs hire experienced agents instead of directors to maintain their statutory registers. Other companies delegate the role to their accountant, although their auditor doesn't permit them to play it. So, their attorney or company formation agent maintains their company register.

Formation agents like Incorpuk are cheaper than lawyers and accountants, and we have systems that can meticulously maintain your company's statutory registers. Contact us today and have peace of mind as we ensure your registers are kept up to date for your company to remain compliant.