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Statutory Registers – Keep your garden neat and tidy!

5th September 2019

My father-in-law, let’s call him Clifford, is a keen gardener with a ‘green thumb’; a natural talent for growing plants. I on the other hand have the exact opposite effect on plants, which in preparing this article, I’ve discovered is called ‘brown thumb’.

So, what has all this got to do with company statutory registers I hear you ask?

Well, Clifford reliably informs me that if I mow my lawn and keep my shrubs trimmed back regularly, I’ll find that this little and (somewhat) often approach will make my gardening life easier, to say nothing of spotting problems more quickly.

Having historically ignored this approach and then spent many more than expected hours playing catch-up with my garden, I now try to adopt Clifford’s approach which does indeed save me time and effort.

And here’s the point, the same is true for your statutory registers (commonly called your company or statutory books).

Experience dictates regular updates

Dealing with many transactions involving the sale and purchase of private companies for our clients, we often see a real confusion around a company’s statutory registers.

Quite often the requirement to maintain them is completely overlooked or the business just doesn’t know what to maintain, which can easily result in an overgrown mess (to continue with the gardening analogy).

So, what are statutory registers and what is so important about them?

Under the Companies Act 2006 a private company is required to keep, maintain and in some instances make available for public inspection certain registers.

These are:

  • A register of its directors;
  • A register of its directors’ residential addresses (this does not have to be made available for public inspection)
  • A register of secretaries (although a private company need not have a company secretary the company must keep a register of its secretaries if it has appointed one);
  • A register of its members;
  • A register of its charges (where the charges were created before 6th April 2013);
  • A register of its debenture holders; and
  • A PSC register (register of Persons with Significant Control).

How are they maintained?

These registers can be maintained either in a hard copy format (you may be familiar with the old style books and ring-binder registers of yesteryear) or can be maintained electronically, provided any electronic version is capable of being reproduced in a hard copy format.

Where are they kept?

The requirement (subject to what I go on to say below), is that they are kept at the company’s registered office address.

However, they can (other than the register of its directors’ residential addresses) be kept at a place known as a single alternative inspection location (SAIL).

If the company chooses to use a SAIL address then it must notify the Registrar at Companies House of this address and separately confirm which of the records are available for inspection there on the prescribed forms.

Private companies also now have the option of keeping some statutory registers on the public register at Companies House only, which is called the Central Record.

This then dispenses with the requirement to keep and maintain these specific registers separately. However, this only applies to the following registers:

  • Register of members;
  • PSC register
  • Register of directors;
  • Register of directors’ residential addresses’ and
  • Register of secretaries

 Why are these statutory registers important?

Well, first things first. A failure to keep them is an offence by the officers of the company and, in most cases, the company itself.

Secondly, the register of members is evidence (albeit not conclusive) of who the members of the company are and the number of shares that they hold.

Thirdly, a buyer of your company will want to ensure that your statutory registers are not only up to date, but have been kept and maintained correctly.

If they aren’t up to date, you’ll probably have to reconstruct them, which can be time consuming and costly, depending on their state.

So, little and often, as and when required will help keep your statutory registers neat and tidy and current, which will avoid the much more time consuming and costly work that is likely to be required if you fail to maintain them.

In conclusion, make sure you have a ‘green thumb’ when it comes to your statutory registers or speak to a professional who will guide you through the process and likely pitfalls. When it comes to statutory registers the Ansons ‘green thumb’ is me, Neil Jones, and you can contact me on 01543 431184 or via email at njones@ansonssolicitors.com

The general summary below may also be of use to company directors and secretaries.

 

Type of Register (those most commonly maintained)

 

Is it a statutory requirement to maintain this register? Does this register need to be made available for public inspection? Can this register be maintained electronically? Can this register be notified as being kept at a SAIL address? Can this register be maintained on the Central Record at Companies House?
Directors

 

Yes Yes Yes Yes Yes
Directors’ Residential Addresses

 

Yes No Yes No Yes
Secretaries Yes – if the company has appointed one

 

Yes (if maintained) Yes Yes Yes
Members

 

Yes Yes Yes Yes Yes
Charges

 

Yes – in relation to charges created before 6 April 2013 Yes Yes Yes No
Debenture Holders

 

Yes Yes Yes Yes No
PSC (Persons with Significant Control)

 

Yes Yes Yes Yes Yes
Share Allotments No No Yes No

 

No
Share Transfers No No Yes No

 

No