Getting to know your company books

• Register of Members

  Every company must keep a register of members. This register must show the name and address of the members, the date each person was registered as a member and the date on which they ceased to be a member. For companies with a share capital, the register must also show the number of shares held by each member (and the number of the share if the share has a number), the class of each share and the amount paid or agreed to be paid on each share. If there is any doubt or dispute as to who the shareholders of a company are or the number of shares that a particular shareholder holds then the register of members is taken as being the accurate position. In addition, a shareholder does not officially become a shareholder of a company until they are entered into the register of members

  

• Register of Directors

  The register of directors is a detailed record of every person (past and present) who has been appointed as a director of a company. The register must show a director’s full name (including former names), service address, country where they reside, nationality, business occupation and date of birth.

• Register of Directors’ Usual Residential Addresses

  Details of every director’s home address must be recorded. While some registers are available for public inspection, this register is kept private.

• Register of Secretaries

  Most private companies (especially SMEs) no longer appoint secretaries, but any company that has, or previously had, a secretary must keep a register with the full name (including any former name) and service address of each company secretary.

• Register of Persons of Significant Control

  This register contains information on every person who has had a significant interest or control in a company since 6 April 2016. The register must show, in relation to every person of significant control (PSC), the PSC’s name, service address, country where they reside, nationality, date of birth, usually residential address (which is kept private), date on which they became a registrable person in relation to the company, the nature of the PSC’s control over the company and whether there are any restrictions on using or disclosing any of the PSC’s details. The PSC register was introduced to help increase transparency over who owns and controls UK companies and will help inform investors when they are considering investing in a company. It will designed to support law enforcement agencies in money laundering investigations.

• Minutes of all directors’ board meetings and shareholder resolutions

  The Companies Act 2006 requires that minutes and resolutions from both board and shareholder meetings must be kept for at least 10 years from the date of the resolution, meeting or decision. The records can be kept in hard copy or in electronic format (unless you are a company with Table A articles in which a hard copy form must be kept). All records must be capable of being reproduced in a hard copy form. Maintaining these records is not only a legal requirement, but also good corporate governance and it enables a company to track discussions and decision-making on a particular topic. With most documents now being produced and signed electronically and most SMEs being companies using the Model Articles, companies can keep an electronic file of shareholder and director resolutions, minutes and decisions. I would also recommend that if a company signs key documents relating to a board or shareholder resolution, decision or discussion that a copy of the document is stored with the minute, resolution or decision.

• Register of Charges

  This register is no longer legally required for charges entered into after 6 April 2013 but I recommend that a company continues to maintain a record of any charges that it enters into (especially as these need to be registered at Companies House). Keeping these important legal documents in the statutory company books, even if a formal register is not kept, is good governance (and means that you will know where to find the documents if you ever need to refer to them!).

• Register of Allotments and Register of Transfers

  As Len Goodman used to say on Strictly Come Dancing, “You’re my favourite!”. While a register of allotments and a register of transfers are not legally required to be included in your Statutory Company Books, I think they are two of the most useful registers to keep. They show, at a glance, the state of a company’s share capital by recording the shares that a company has issued and the shares that have been transferred. These registers sit alongside your register of members to track movements in your share capital.

• Share Certificates

  While I have your attention, I wanted to add a quick note about share certificates. These are often forgotten once an investment round or transfer of shares is completed but it is a Companies Act 2006 requirement that share certificates must be complete and ready for delivery to each shareholder of your company within two months of the allotment or transfer. The Companies Act 2006 requires that certificates are ready for delivery and so it is common practice for share certificates to be prepared and then held in the statutory company books rather than being sent to shareholders. As mentioned previously, it is the register of members that provides conclusive evidence as to whether a person is a shareholder and the number of shares that they hold, but a share certificate is good evidence of a particular holding.

The Economic Crime (Transparency and Enforcement Act) 2022 and the Economic Crime and Corporate Transparency Act 2023 will, in the next year or so, bring changes to, among other things, how company books are kept. Many of these changes will remove the requirement for a company to keep its own statutory registers with all relevant information being held at Companies House. Having up-to-date and accurate records when these changes come into force will ease a company’s transition to the new requirements.

If you are concerned that your statutory company books aren’t up to scratch then now is the time to act. Get them in good order before you issue or transfer further shares, hold another board meeting or pass a shareholder resolution and before the new requirements come into force.

If you need help, talk to your My Inhouse Lawyer Principal (although, I can’t promise that everyone on the team loves statutory company books as much as me!).