Statutory registers are records that companies must keep by law. They document key information about a company’s structure, ownership and management. Statutory registers are also referred to as “company registers” or “statutory books” provide transparency and accountability to regulators, shareholders, and the public.
As required by the Companies Act 2006, Companies are required to keep:
- Register of Members (Shareholders): This register details the names and addresses of the company’s shareholders, along with the number and class of shares held.
- Register of Directors (and directors residential addresses): This contains details of the company directors, including their names, residential addresses, dates of birth, nationality, and occupation.
- Register of Secretaries: If the company has a secretary, their name and address must be recorded.
- Register of People with Significant Control (PSC): This register records individuals or legal entities who hold significant control over the company (e.g., shareholders owning more than 25% of the company’s shares or voting rights).
It is good practice to also keep:
- Register of Directors’ Interests: If any director holds a shareholding in the company, this register should reflect that, detailing the number of shares held and the nature of their interest.
- Register of Charges: This register lists any charges (such as mortgages or other securities) over the company’s assets.
- Register of Allotments: this contains details of all shares allotted and issued by the company.
- Register of Transfers: this contains details of all shares in the company transferred between shareholders, or back to the company.
Who Has to Prepare Statutory Registers?
It is the responsibility of the company to maintain and update its statutory registers. This duty generally falls to the company’s directors, although in practice, the company secretary or a designated officer may be tasked with maintaining the registers.
Companies must ensure that the registers are kept up-to-date and accurate. For example, if there are any changes to shareholdings, director appointments, or changes to the PSC register, these need to be updated promptly.
How Can Statutory Registers Be Prepared?
Preparing and maintaining statutory registers can be done in a number of ways.
You can prepare statutory registers by following these key steps:
- Gather Relevant Information
Collect all necessary information – this includes personal details about directors, shareholders, and anyone with significant control, as well as details about any charges and shareholdings.
- Use Standardised Templates
There is no strict format prescribed in the Companies Act for how statutory registers should be presented, but companies often use standard templates or software designed for corporate governance.
- Record Changes Promptly
Companies must ensure that the registers are updated when any relevant changes occur. For example:
- When a director is appointed or resigns, their details should be added or removed from the register of directors, including the date of appointment/resignation.
- When shares are transferred or issued, the register of members must be updated to reflect the new shareholder details.
Any changes in the PSC register must be recorded within 14 days of the change.
- Ensure Accessibility
Statutory registers should be easily accessible for inspection. For most private companies, these records are kept at the company’s registered office, but the company must ensure that they can be produced if requested. In some cases, registers may be inspected by shareholders, regulators, or even members of the public, depending on the type of company.
Legal Consequences of Failing to Maintain Statutory Registers
Failure to prepare or update statutory registers can lead to serious consequences. Companies that do not comply with the statutory register requirements can face penalties, which can include:
- Fines for failing to maintain or update statutory records.
- The potential for directors to be held personally liable in cases of non-compliance.
- The company may be required to rectify incorrect or missing information within a prescribed period.
Conclusion
Statutory registers provide an essential record of the company’s internal structure, ownership, and interests. While the responsibility for maintaining these registers lies with the company and its directors, they must be updated regularly and kept in an accessible format.
For more information or for expert advice on business or personal legal issues, contact us at info@carterbond.co.uk or email us at www.carterbond.co.uk or call us on 020 3475 6751.
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