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Statutory Registers 2024/25: UK Limited Company Contractor

Statutory registers & company registers -a company's statutory books

Introduction  

What are statutory registers or the statutory books of accounts for a UK limited company contractor? When you incorporate a private company for contracting in the UK, Companies House will give it a unique company registration number. The company will receive its company registry documents as part of the incorporation process. These include the Companies House Certificate of Incorporation, Memorandum, and Articles of Association. Besides these official documents, your UK contractor limited company is legally required to keep and maintain some company statutory records. These contractor statutory register books or company registers should be kept safe as they contain important company documents. Therefore, in this guide, we’ll delve into the statutory books of a company and see how to maintain a company’s register book, emphasising the responsibility of this task.

As a UK limited company contractor, you have a significant role in maintaining accurate and up-to-date company records. This includes the company’s statutory records, which are a legal requirement. While the company’s accountant may handle these records for smaller businesses, it’s crucial for you to understand the process and ensure their accuracy. You, as the contractor, or your accountant will update the relevant company registry when official company changes occur, such as a director or share ownership. This active involvement in maintaining statutory records is a key part of your professional responsibilities.

Initial thoughts 

What are a company’s statutory registers for a UK contracting professional? Basically, when we consider the statutory records meaning, all UK companies must keep statutory books and records. Indeed, your own company has company registers for these records, too. Furthermore, the official registers will include your company’s statutory documents containing the relevant information you report on the Annual Confirmation Statement, shown on the public register at Companies House.

When you run your own private company, you’ll usually keep the records in a hard binder in a safe place.

Therefore, you or your contractor accountant must maintain and keep the company’s statutory books up to date. In most cases, your accountant will take your mind off this and look after this for your private limited company.

Limited company register book & what does the statutory register include? 

The official registers are also known as the company books and records or, in the case of a UK contractor, the contractor books. The company register, or your contractor book, will contain various records, mainly people records and share registers. Indeed, the company statutory registers Companies Act 2006 states the types of statutory records to be maintained by a company. Therefore, when we consider the Companies Act, statutory registers are a legal requirement, and the company records (UK) and statutory register lists that a company keeps and maintains must comply with this. Further still, we’ll review the list of statutory records required by law next.

Statutory registers of a company -part one   

First, within the list of company statutory books (UK), there’s a register of charges (only for companies set up before 6 April 2013). This record shows any charges against the company. A Companies House charge 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 who set up after this date don’t have to keep this register.

When registering a charge at Companies House, this must be made within 21 days, beginning with the day after the day on which the charge is created. Furthermore, any interested party can register a charge at Companies House, including the lender, the lender’s agent or even the company itself.

Second, within the list of statutory books of a company, there’s a register of applications and allotments. This share register (UK) shows the allotment of any shares in the company. Moreover, the register of allotments will show each share allotment and the class of share. Furthermore, registers of allotments show the number of shares and the amounts paid for them.

Third, within the stat books, there’s a register of the transfer of shares. This UK share register will show a list of shares transferred. It shows the share classes, the number of shares, and the amounts paid.

Part two

Fourth, within the statutory documents of a company, there’s a register of directors and secretaries, a register of persons or a register of people. This statutory record will contain details of directors and secretaries; however, in some companies, these are separate. Therefore, for this fourth point, there’s a register of company directors (see the fifth point for secretaries). This record shows the name and address of each director in the company. The address you list is the director’s service address. Moreover, there is no requirement to list the director’s residential address because although Companies House requires this information, they don’t show it on the public register. The register of directors (UK) also displays their date of birth, nationality, and occupation. 

Fifth, as part of the statutory books, there is a register of company secretaries. This record shows the name and address of the company secretary. Following the introduction of the Companies Act 2006, it’s no longer a requirement for small companies.

Sixth, within the statutory books of a company, there’s a company register of members (UK). Each shareholder is a member of the company. Therefore, this register is a list of the company’s shareholders. However, what is a register of members, and what information does it include? The statutory register of members is a shares register that will include the name and address of each shareholder. In addition, the shareholder register (UK) shows the date each member became a shareholder or ceased ownership. Moreover, the shareholder register book will show each share transaction with each shareholder (allotments and transfers) and the classes of shares involved. 

Part three

Seventh, within the statutory registers of the company, there’s a register of directors’ interests. This statutory record will show the names and addresses of each director. It also shows the details of the shares they own and any they have an interest in. This includes any shares their spouse owns (if their spouse isn’t already a director in their own right). Moreover, this contains the shares held by any of their children under 18.

Eighth and final in the list of company registers (UK) is a register of PSCs. This stands for People with Significant Control. The PSC register will show their name, service address and how they control the company. The requirement to report persons with significant control became law in April 2016, aiming to make UK companies’ ownership more transparent regarding a list of company registers. Most PSCs hold more than 25% of shares or voting rights in a company and have the right to appoint or remove the majority of the board of directors. Please visit this guide for further statutory guidance on what a PSC is.

Part four

There may be a separate register of directors’ residential addresses. This statutory record would list the directors’ home addresses of each director you appoint to help run the business.

A company’s statutory books also contain shareholder resolutions, which are agreements or decisions made by its members. A company passes resolutions at either a general meeting of the shareholders or by a written resolution procedure.

Finally, a company records minutes during a board of director meetings. These include any important matters discussed at the meetings. The meeting minutes are often kept in a section at the back of the official company registers.

Non-statutory registers

Besides the statutory records, there are some non-statutory records. These include a record of allotments and transfers. Although these aren’t required by law, they help keep the shareholder and associated registers updated throughout the year.

More thoughts on a company’s register book 

Where should you keep the statutory records? 

Companies House will assume you keep your contractor statutory books and registers at the company’s registered office. If you prefer, you can keep these at a SAIL address. The Companies House SAIL address stands for a Single Alternative Inspection Location.

The location where the company’s statutory records are kept is shown within the company books. This location is where the documents are available for public inspection, and therefore, it’s where a third party could inspect the records.

You can keep digital copies of your company’s stat register or digital documents and paper versions. 

The Statutory books for a valid legal entity

The statutory records prove the company is a valid legal entity. They show who owns the shares, who the company’s officials are and who controls the company.

Shareholder right to inspect books and records (UK)

As a shareholder in a company, one of your rights is to have your name correctly inserted in the company register of members. Moreover, you have the right to inspect and obtain copies of several company documents, records, and registers. However, this is on the basis that reasonable notice has been given. Furthermore, members can inspect the documents free of charge.

Other considerations

Confirmation Statement

Every 12 months, each UK company must file company accounts and a Confirmation Statement (CS) with Companies House. Confirmation Statements report any changes in the statutory details of the company in the previous 12 months, and when you file this, it updates the register at Companies House.

Therefore, the details shown in the company books should agree with the details you report on the CS form.

What if you sell your company?

If there comes a time when you decide to sell your company, you must ensure the statutory records are up to date. Moreover, if you consider selling your business in the future, it’ll give you peace of mind if your company’s statutory record is 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 have to recreate these records from scratch. 

Final thoughts 

In this guide, we’ve taken the time to consider what statutory records and company registers are for your UK business. As mentioned earlier, UK contractors usually ask their accountant to keep and update the statutory registers and company books. This saves limited company contractors from considering the company’s statutory register. Year after year, the statutory book (contractor books in terms of statutory information) will only require updating if there have been any changes in the business’s details.

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