Every company in the UK is required by law to keep up-to-date statutory registers and ensure they are available for inspection on request. Statutory registers include important information about the company such as the names of members and how many shares each one holds. This information can be stored in a computer file, a simple binder, or book, and can be kept at the company’s registered office or another address, provided you notify Companies House.
But what exactly are statutory registers, how much detail should they contain, and what happens if you fail to comply? Below is a brief guide to each type of register.
Register of members
Under the Companies Act, companies have to keep a register of its shareholders (members) which includes their name, address, and the number and class of shares each one holds. The sum paid, or considered as paid, on shares, and the date when the individual was registered as a shareholder, or ceased to be one, should also be included on the register.
Register of directors
Every UK company is required to keep an up-to-date register of its directors. This should include full details of the individual’s name (and any former name) and a service address where official mail can be sent to. You should also state the person’s nationality, date of birth, business occupation, and the country or part of the UK in which he or she resides.
The register of directors has to be made available for inspection at the registered office of the company, or the address notified to Companies House. If this address changes at any time, you should let Companies House know without delay. Shareholders of the company can inspect the register free of charge, upon request. Other members of the public can ask to see the register, but where applicable, may have to pay a fee first.
The company is legally obliged to comply with all such requests and refusing to do so, or not complying within 14 days could result in a default fine being issued. Court orders can also be issued compelling the company to allow the register to be inspected.
Inspecting the register of shareholders
The Companies Act 2006, which became law in October 2009, introduced a number of significant amendments to the rights of individuals to inspect the register of shareholders of a company. Any member of the company can ask to inspect the register, as can a member of the public after paying the prescribed fee.
It’s also possible to order a copy of the register for a fee. Anyone asking to inspect the register has to give their name and address and state why they want to see the register, the name of any organisation they represent, and whether the information obtained will be passed on to another person.
Upon receiving a request, the company should comply within five days. However, if the company considers the request is not for a ‘proper purpose’ it can apply to the court to refuse the request, stating their reasons. If the company simply refuses the request or fails to comply within five days, the company can be fined. Individuals who ask to inspect the register of shareholders under false pretences, or discloses the information to another person who they know will use it improperly, can also be fined.
Register of directors’ residential address
As stated above, every company must provide a service address where official mail (from Companies House and HMRC) can be sent to directors. They also have to provide their usual residential address, although this is not for the public record unless it is the same as the service address.
The new Companies Act saw changes to requirements for the register of company secretaries (if the company has one) and changes to the register of charges, specifically relating to floating charges and property of the company. Under the Small Business, Enterprise and Employment Act 2015, a new register for people with significant control of the company was also introduced.