The importance of maintaining statutory registers

Statutory Registers consist of:

• Register of members (s113 CA 2006);
• Register of directors (s162 CA 2006);
• Register of directors’ residential addresses (s165 CA 2006);
• Register of secretaries (s275 CA 2006);
• Register of people with significant control (s790M CA 2006);
• Register of charges (if created pre-6 April 2013); and
• Minutes of meetings of the directors.

It is also good practice, although not a legal requirement, for companies to keep the following:

• Register of applications and allotments; and
• Register of transfers.

The Statutory Registers must be kept at the company’s registered office and made available to the public for inspection upon request.

Consequences of not maintaining Statutory Registers

Offence - an offence is committed by the company and any officer in default where they fail to maintain the company’s Statutory Registers. Any guilty persons are liable to an initial fine and for continued contravention, a daily default fine. There may also be certain situations in which a director’s failure to maintain the Statutory Registers could be considered a breach of duty.    

Selling your business/potential for investment - having up to date Statutory Registers (which correspond with the information held at Companies House) becomes of increasing importance when looking to sell or seek investment into the company; buyers/investors will scrutinise the Statutory Registers as part of their due diligence on the company and flag any inconsistencies or concerns. Where the company has previously not maintained statutory registers, these will need to be written up retrospectively to reflect the company’s history prior to purchase/investment - this can be a difficult task for old companies or those with a complex history. An investor may stipulate that the seller indemnifies them should they suffer any loss as a result of insufficient historical information in the company’s Statutory registers.

Members – a person who has subscribed for shares does not become a member of the company until they have been entered into the register of members (“Registration”). A person will not be recognised by the company as able to exercise the rights attached to their shares (e.g., voting at general meetings or participating in distributions of capital) until Registration is complete. 

The Company Secretarial Team

We have a dedicated Company Secretarial team that can assist with the creation and maintenance of the statutory registers, together with providing annual compliance services to ensure that all your statutory filings are met.  This will give you peace of mind, so you can concentrate on running your business.

Get in touch

If you have any questions regarding the above, please get in touch with us using the form or contact Helen Harvey below. 

Get in touch