What are a limited company’s statutory books or statutory registers?
When a private company is incorporated in the UK, it is given a unique company registration number. As part of the incorporation, the company will receive its Certificate of Incorporation, Memorandum, and Articles of Association.
All UK registered companies are required to keep statutory books and records; your own company should have these records too. Moreover, your company’s statutory documents will contain the relevant information reported and shown on the Companies House register.
When running your own company, you will usually keep the records in a hard binder, which should be kept in a safe place.
Therefore, you or your contractor accountant must maintain and keep the statutory registers up to date. In most cases, your accountant will take your mind off this and look after these for you.
Company’s statutory registers -what do the records include?
First, within the statutory records, there is a register of charges (only for companies created before 6 April 2013). This register shows any charges against the company. Charges will include any mortgages and secured loans. Since 6 April 2013, the Companies Act 2006 no longer requires a company to maintain a statutory register of charges. Therefore, companies incorporated after this date will not need to keep this register.
Second, there is also a register that shows the allotment of shares. This register will show each of the share allotments. It also shows the class of shares. What’s more, it will show the number of shares and the amounts paid for them.
Third, within the statutory books, there is a register of the transfer of shares. This register will show a list of the transfer of shares. It also shows the class shares, the number of shares, and the amounts paid.
Fourth, a register of persons contains directors and secretaries; however, in some companies, these are separate. Therefore, for this fourth point, there is a register of directors (see the fifth point for secretaries). This register shows the name and address of each director in the company. The address listed will be the director’s service address. There is no need to list the director’s residential address because although Companies House does need this information, they do not show this on the public register. The register of directors also shows their date of birth, nationality, and occupation.
Fifth, as part of the statutory records, there is a register of secretaries. This register shows the name and address of the company secretary. Following the introduction of the Companies Act 2006, this is now no longer required for small companies.
Sixth, there is also a register of members (a list of the company’s shareholders). The shareholder register will include the name and address of each shareholder. This will also show the date each member became a shareholder or ceased ownership. Moreover, the shareholder register of members shows each share transaction with each shareholder (allotments and transfers) and the classes of shares involved.
Seventh, finally, there is a register of directors’ interests. This register shows the names and addresses of each director. It also shows the details of the shares that they own and any they have an interest in. This will include any shares their spouse owns (if their spouse is not already a director in their own right). What’s more, this also contains the shares held by any of their children under 18.
Eighth, there is a register of PSCs. This stands for People with Significant Control. This register will show their name, service address and how they control the company. The requirement to report PSCs became law in April 2016, aiming to make UK companies’ ownership more transparent.
There should also be a section in the statutory books that contain any shareholder resolutions. These are agreements or decisions that are made by the members of a company. The resolutions are passed at either a general meeting of the shareholders or by a written resolution procedure.
Finally, when there are board of director meetings, minutes are usually recorded, detailing any important matters discussed at the meetings. These meeting minutes are often kept within a section at the back of the statutory registers.
Statutory books -where are the records kept?
Companies House will assume you keep the statutory books at the company’s registered office. If you prefer, you can keep these at a SAIL address. A ‘SAIL address’ is a Single Alternative Inspection Location.
The location where the company’s statutory records are kept is recorded in the registers. This location is where the documents are available for public inspection, and therefore it is where a third party could undertake the task of inspecting the records.
You can keep digital copies of your company’s statutory records or both digital documents and paper versions if you wish.
Statutory books -a valid legal entity
The statutory registers will also prove that the company is a valid legal entity.
They show who owns the shares, who the company’s officials are and who controls the company.
Every 12 months, each UK company needs to file both company accounts and a Confirmation Statement (CS) with Companies House. The CS reports any changes in the statutory details of the company in the previous 12 months, and when filing this, it updates the register at Companies House.
Therefore, the details shown in the statutory registers should agree with what details are reported on the CS form.
Selling your company
If there comes a time when you decide to sell your company, you will need to make sure that the statutory registers are up to date. In addition, if you may be thinking of selling your business in the future, it will give you peace of mind if your registers are up to date and accurate. Failing to do this may cause you a headache when you come to sell, and it could hold up any sale as you would then need to recreate these records from scratch.
As mentioned, the contractor’s accountant will usually keep and update the company’s statutory books. This will save the contractor from having to think about this. Year on year, the statutory records will only need updating if there have been any changes in the details of the business.
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