What are Statutory Registers and why does your business need them?
What are Statutory Registers?
A company’s statutory registers contain information regarding the company’s current position and are required to be maintained and kept under the Companies Act 2006. The statutory registers are:
- Register or members
- Register of people with significant control
- Register of directors
- Register of directors’ residential addresses
- Register of secretaries
- Register of charges
There are also additional registers which company’s keep to assist their record keeping i.e. transfers and allotments but these are not statutory.
Where are they kept?
- Companies House
It is now possible for a private company to elect to keep all or some of their statutory registers on the public register at Companies House. To do this they must submit all or some of the following forms to Companies House:EH01 – directors
- EH02 – director’s residential addresses
- EH03 – company secretaries
- EH04 – people with significant control
- EH05 – members
- EH06 – update members’ information
If a company has elected to keep their registers at Companies House, the company overview page on Companies House will include a tab named ‘Registers’ in which the registers will be found.
- Registered office or SAIL address
If a company has chosen to keep its registers at the company’s registered office or SAIL address, they must be available for inspection or be able to provide copies on request to certain entities.
How are they kept?
Under the provisions of s1135 Companies Act 2006, they may be kept in hard copy or electronic form as long as a hard copy is capable of being produced on request. Where it is kept in a bound book, adequate precautions must be taken to guard against falsification and to help with the detection of falsification e.g. keep them in secure cabinet with restricted access or new pages and entries be serial numbered. Similarly, if the registers are kept electronically they must also be protected with a password protected or be ‘frozen’ for example, saved in pdf form.
Failure to comply
If a company fails to abide by the requirement to keep statutory registers, the company and its officers will have committed an offence. Breach of the requirement to keep and maintain statutory registers may result in a fine of up to £5,000 being imposed on the company and its officers, in addition there is a risk of the officers being found to have breached their duties and being subject to a harsher penalty.
What is the purpose of the statutory registers?
In light of the implementation of Confirmation Statements instead of Annual Returns, the information found on Companies House cannot be relied upon as being the most up-to-date position of the company. Companies House will only show the position of the company as on the date of their confirmation statement and any further filings the company has made. Therefore the statutory registers are the most up to date record of the company’s position and the sole reliable source of up to date information and proof of shareholding.
This reflects the law at the date of publication and is written as a general guide. It does not contain definitive legal advice, which should be sought as appropriate in relation to a particular matter.
By Michelle Lamberth
Senior Paralegal, Corporate Law
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