What Information Do You Need to Keep in the Director's Register?

What Information Do You Need to Keep in the Director's Register?

All companies incorporated in the UK are mandated by law to keep several statutory company registers at their registered office. These registers (Statutory books) are kept at the company's Single Alternative Inspection Location (SAIL address) or the Companies House.

These statutory books must be maintained for as long as the company exists. The statutory register contains details about every director, in the present and past.

A statutory register helps the company to stay afloat with legal obligations. Hence, you must know how to maintain the register of directors, including the information to enter. You'll also need to update any record changes and keep it safe.

Read on to find out how to maintain a director's register, what it comprises, other registers, and where to keep them.

Do all Companies Keep a Director's Register?

Every company registered in the UK is mandated to maintain a statutory register of directors in accordance with the Companies Act 2006. They include:

  • Private companies limited by shares
  • Unlimited companies
  • Private companies limited by guarantee
  • Public companies (PLCs)

Private limited companies with no secretaries don't need to keep a register if no company secretary is ever appointed.

Similarly, if the company has no charges to record, there's no need to keep a register of charges.

Keeping a statutory register doesn't apply to the following business structures because they don't have directors;

  • Sole traders
  • General partnerships
  • Limited liability partnerships (LLPs)
  • Limited partnerships.

Details of a Director's Register

According to the Companies Act 2006, every directory must record the following details of every director in the statutory register of directors.

  • Forename and surname
  • Former business names they were known for (if any) in the past 20 years
  • Service address
  • The country of residence or State
  • Nationality
  • Business occupation (if any)
  • Date of birth
  • Date of appointment as a company director
  • the date they ceased to be a director of the company (where applicable)

If you decide to appoint a corporate body instead of an individual as your director, you will record the following details.

  • The official registered name of the corporate body
  • Registered office address for the corporate body that will act as a service address
  • Firms registered in the UK need a company registration number
  • Non-UK firms must provide the legal company form and the law that governs them
  • The register where the records are kept, if applicable and the register must include the registration number
  • Director's date of appointment
  • Date when a director ceased to be one (where applicable)

Companies House requires you to send information after appointing a director or changing the details of an existing director. The agency will enter these details on the public register of companies, which is accessible for free online.

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Members Register

The Register of Members details the past and present shareholders or guarantors if a company is limited by guarantee. It provides a steady record of ownership from when the company was incorporated.

Among all, it's the most important statutory register a company is required to keep. The information in the register includes:

  • Members' names and service addresses
  • Date when each member joined the company
  • Date when any person ceased being a member of the company

Confirmation Statement and PSC Register

For companies limited by shares, the register must include the following details:

  • Quantity and shares class(es) held
  • Each share's amount paid or agreed to be paid
  • Details of shares transfer (if any)
  • Details of new shares allotment
  • Details of shares held in treasury (if any)
  • Information of any other disposals like the loss of shares from a buyback

Director's Residential Address Register

Another director's register that companies must keep is every director's home address.

However, the recorded information is kept in a separate register known as the Register of Directors' Residential Addresses.

When a director's residential address doubles up as the service address, you enter 'the same as service address' in the register. However, this will not apply if the service address is provided as the company's registered office in the director's register. In this case, you must enter the address details in full again.

Is the Director's Details Public?

Companies House requires the information in the director's register to be recorded with them. Most of the details need to be displayed on the public register of companies for security and privacy reasons. Here are the details kept away from the public.

  • A director's day of birth
  • The director's home address is provided as a service address or registered office address.

Viewing the register of companies is accessible online. Anyone can access it, including the general public, credit reference agencies, and other businesses.

Updating the Director's Register

It's the company director's responsibility to ensure all statutory registers are accurate and up to date any day. Part of the statutory registers include the director's register, whose entries must be made immediately after company formation. Thus, you must update the register when these changes happen.

  • The appointment of a new director or the removal of one
  • A director serving in the company changes their name, service address, or any registered details
  • Editing incorrect details in the register

Keeping company registers up to date is a legal requirement. Yet it's not uncommon to find many companies who are unaware of this requirement while others overlook it.

Not meeting this requirement is an offence that can attract fines imposed on the company and its directors.

Since these records are public, anyone, including shareholders and members, can request to view a company's register. Credibility questions may arise if any registers are found to be inaccurate, missing, inaccurate, or out of date.

Secretaries Register

Although the majority of private companies don't hire secretaries anymore, any company that has one must maintain a secretary's register.

The register will also include a previous secretary with a full name (any former name s ) and a service address for every company secretary.

PSC Register (People with Significant Control Register)

The latest company addition to the statutory register is the PSC register requirement. It was introduced in April 2016 under The Small Business, Enterprise and Employment Act 2015.

The PSC Register contains details of each person with or who has had significant control in a company since the introduction of the register. The mandatory information to record on the PSC register includes:

  • Name
  • Service address
  • Country, State, or part of the UK where the PSC resides
  • Nationality
  • Date of birth
  • Residential address (not accessible during public inspection)
  • Date of registration as in relation to the company
  • The kind of PSC control they have over the company
  • Whether limitations to use or disclose any individual's PSC information is in force

Voluntary Dissolution and Strike Off (Closing a Company)

If a Relevant Legal Entity (RLE), like another company, is to be included in the register, this information is needed.

  • Company name
  • Company number
  • Registered office
  • Jurisdiction incorporated in Governing law
  • Place of registration (details of the registrar)
  • Date the company became registrable as a PSC
  • Nature of RLE's control over the company

Charges Register

Unless a company's charges were created before 6 April 2013, the Companies Act 2006 doesn't require a company to keep a statutory register of charges. It includes securities like mortgages or debentures (unsecured loans) over company assets. The Register of Charges must include the following information (if kept):

  • A description of the charge
  • Amount of the charge
  • Date of the charge
  • Particulars of the persons entitled to the charge
  • Copy of any information that relates to the charge

If there are charges created after 6 April 2013, they're only registered at Companies House. Instruments like mortgage deeds related to the charge must be available for inspection at the company's registered address or a designated inspection location. When registering a charge at Companies House, a certified copy of related instruments must be included.

Although there's no obligation to store the following non-statutory registers, it's a good practice, and the information could be helpful someday. These non-statutory registers include:

  • Register of Allotments
  • Register of Transfers
  • Register of Sealings
  • Register of Directors' Interests

The Importance of Keeping Company Registers

Legally, the members register records of a company's shareholders who own it and whoever has the legal rights attached to the shares.

When selling a company, one early enquiry is an up-to-date company register. The registers must be completed before they are handed over. Adherence to this requirement is necessary to avoid DELAYING the company sale.

A company whose records aren't up to date must reconstitute them, which can be costly in terms of money and time. Here's a list of the most common errors in company registers.

  • Differences between the records at Companies House and registers in shareholdings, shares classes, or value.
  • Entering shareholders into the members register before a stamped transfer form is received.
  • Inaccurate entries in the members register on a company's shares buyback. Failure to update the departure of the seller and/or joining the company as a member even when the shares have been cancelled.
  • Outdated register of directors
  • Lack of PSC registers

Inform Companies House about Changes to a Director's Register

Companies House requires that companies provide up-to-date details about any changes within 14 days. These changes include new entries or removal to ensure the company's public register is up to date.

Furthermore, companies must confirm the accuracy of the records at Companies House at least once a year after filing a confirmation statement.

Report any changes to Companies House online via WebFiling or by post.

Failure to Keep Statutory Registers and Its Consequences

Company officers (Directors and secretaries) are required by law to ensure their companies meet all statutory obligations.

These obligations are in pursuit of the Companies Act 2006, which requires keeping accurate and updated company registers.

Failure to adhere to this legal requirement is an offence. As a result, a company and its officers can face penalties for not keeping the statutory registers. The company is then considered to be in 'default', and its current officers are deemed to have committed a summary offence.

Regardless of who is responsible for maintaining the 'default' registers, the company and its officers face the consequences. Being guilty of a summary offence attracts these penalties:

  • Level 5 fine for a summary offence from the standard scale of fines (unlimited fine)
  • An additional daily default fine that can go up to one-tenth of the Level 5 fine
  • The company and its officers' reputations are damaged.

Once you realise your company registers are at fault, inaccurate, or not up to date, you must fix the issue as soon as possible.

Similarly, if the original company registers are lost or destroyed, reconstitute them immediately. The process of restoration is straightforward, but it may also depend on the company's ownership, control, and history of ownership.

How and Where to Store the Director's Register

The majority of companies keep their statutory registers at their registered office address. They can be in hard copy or electronic form. Besides the director's register and directors' residential addresses, companies must keep the following registers (where appropriate):

  • Register of members
  • Register of company secretaries
  • Register of PSC

If the registered office is not convenient for storage and inspection purposes, the company registers can be kept at a single alternative Inspection Location address (SAIL). Private companies can also store electronic statutory registers at the Company House.

Who Inspects a Directors Register?

A company's director's register can be viewed, inspected, and made copies of by the general public or anyone with interest.

Companies House makes all electronic registers accessible for inspection online. But, if a company register is at the registered office or SAIL address, it's a legal requirement to make them accessible during working hours between 9 am - 3 pm.

Members (Shareholders and guarantors) are allowed to inspect the company's registers for free. Yet, public members must request a specified time to do the inspection, which a prescribed fee might apply.

Before any inspection of company records, they should be given a notice of 10 working days. Suppose the proposed inspection date conflicts with the notice period, a written members resolution, or a general meeting; a notice of only two working days is needed.

After the receipt of an inspection request, a response must be given within five working days. But, if you can accommodate the request for inspection if it's sought for the right reasons. Alternatively, if you have reason to believe the inspection has ulterior motives, you can request the court to relieve you from the obligation.

Frequently Asked Question

What is the content of a director's register of a limited company?

The content of a director's register in a limited company includes a business, financial, strategic, governance, and risk review. Each review comprises more detailed information about the company.

What are the sections in a director's register?

Under the Companies Act 2013, Section 134(3), the board's records should include annual returns and the number of board meetings. More directors' responsibility statements are prescribed under Section 134(5) of the Act.

What responsibility does a director's report play?

Directors are responsible for maintaining accurate accounting records and disclosing the reasonable financial position of the company at all times. The report should be consolidated on an individual basis to ensure the financial statements are compliant with the Companies Act 1984, Article 4.

The Bottom Line

All UK companies must keep several accurate and up-to-date statutory registers. Most businesses with directors, like limited companies (by shares or guarantee), must keep a director's register. Companies without directors, like sole traders and general or limited partnerships, aren't obligated to keep statutory registers. The director's register shouldn't include other information like email addresses or telephone numbers for privacy reasons. Shareholders can inspect directors' registers, but others have to request to view them. Hence, the information remains private until such a time. Do you have more questions about the information you need to keep in the director's register? Contact one of our experts at Incorpuk for the answer to your question.