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Why Are Statutory Registers So Important?

April 19, 2021

Statutory registers are an important foundation to your business and serve as records of important aspects of your company structure. This can range from chronicling the company shareholders, to noting persons with significant influence over the company. But what should these registers contain? In this blog we explain statutory registers including their purpose, their look, and their importance. So, let’s begin.

What are statutory registers?

Statutory registers are a set of registers that a company is required to keep by law. A company must keep the following registers:

  • Register of Members (i.e. a register of the company’s shareholders);
  • Register of Directors;
  • Register of Directors’ usual residential addresses;
  • Register of Secretaries (if applicable, as there is now no statutory requirement for private companies to have a secretary);
  • Register of Persons with Significant Control of the company; and
  • Register of Charges (created before 6 April 2013).

There are additional registers which some companies keep, for example, a Register of Transfers which can be useful in order to have the full picture of the company as, otherwise, this would not be formally recorded until the annual Confirmation Statement is filed at Companies House.

A company’s shareholders have the right to inspect the statutory registers by giving the company ten working days’ notice1.

Where do you keep these registers?

A company must keep its statutory registers at its registered office address or at an alternative location in the same part of the UK as its registered office, known as a single alternative inspection location. If it's decided to keep the registers at a single alternative inspection location, Companies House must be notified by submitting Form AD02.

Alternatively, a private company may choose to keep its statutory registers on the public register at Companies House (with the exception of the Register of Charges created before 6 April 2013) by submitting the relevant form (and with the consent from all of the shareholders).

What do they look like?

Company law requires each register to contain specific information to be compliant. For example, the register of members must contain the following information:

  • the name and address of each member;
  • the date each person was registered as a member;
  • the date each person ceased to be a member;
  • the number and class of shares held by each member; and
  • the amount paid or agreed to be considered as paid on the shares of each member.

While company law does not prescribe a specific format for statutory registers, you must ensure that they contain the information required under the Companies Act 2006.

A company can keep the registers in hard copy or electronically, but if they are held electronically, you must be able to reproduce them in hard copy.

What if there are changes to the details contained in the registers?

You must keep the registers up to date so it will be necessary to update the registers whenever changes to the company occur, for example, when shares are issued to a new shareholder or a new director is appointed.

Why are statutory registers so important?

As set out above, statutory registers are a legal requirement. Failure to maintain statutory registers is a criminal offence, committed by all of the current directors of the company (even if not involved with keeping the registers up to date), and could result in fines being imposed and damage to the company and/directors’ reputation.

A shareholder is not technically entitled to exercise the rights attaching to their shares (e.g. voting rights) until they are registered in a company’s register of members and they have been issued with a share certificate.

Prospective investors or buyers will typically ask to see a company’s statutory registers when they carry out due diligence and this can cause problems if you have not kept them up to date – or kept them at all. A buyer is likely to require you to put statutory registers in place before they will buy your company and may require an indemnity from you to reimburse them for a defined loss or they might suffer from the company’s failure to keep statutory registers. If statutory registers have been kept but they are not accurate, a court order may even be required to rectify them which can be costly and delay the transaction.

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