Introduction
What are the statutory books or statutory registers 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. As part of the incorporation, the company will receive its Certificate of Incorporation, Memorandum, and Articles of Association. Besides these official documents, your UK contractor limited company will also have some statutory records.
Initial thoughts
What are statutory registers for UK contracting professionals? UK-registered companies must keep statutory books and records; your own company will have company registers for these records too. Moreover, your company’s statutory documents will contain the relevant information which you also report on the Annual Confirmation Statement which in turn is shown on the Companies House register.
When you run your own company, you will usually keep the records in a hard binder. In addition, you will also keep these in a safe place.
Therefore, you or your contractor accountant must maintain and keep the company statutory registers (UK) up to date. In most cases, your accountant will take your mind off this and look after this for you.
Limited company register book -what do the records include?
Statutory registers -part one
First within the company statutory books (UK), there is a register of charges (only for companies that were 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 that incorporated after this date will not need to keep this register.
Second within the statutory books of a company there is a register of allotments. This register shows the allotment of any shares in the company. This register will show each of the share allotments. It also shows the class of shares. Furthermore, it will show the number of shares and the amounts paid for them.
Third within the stat books, there is a register of the transfer of shares. This register will show a list of the transfer of shares. It will also show the class shares, the number of shares, and the amounts paid.
Part two
Fourth within the statutory books of a company, there is a register of people will contain 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 is 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 a requirement for small companies.
Sixth within the statutory books of a company, there is a register of members (a list of the company’s shareholders). What is a register of members? The shares 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 will show each share transaction with each shareholder (allotments and transfers) and the classes of shares involved.
Part three
Seventh within the statutory books of a company, there is a register of directors’ interests. This register will show the names and addresses of each director. It will also show 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 will also contain the shares held by any of their children under 18.
Eighth and finally, there 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 PSCs became law in April 2016, aiming to make UK companies’ ownership more transparent.
Part four
There may also be a separate register of directors’ residential addresses. This would list the directors’ home addresses of each director you appoint to help run the business.
There is also a section in the statutory books of a company that contains any shareholder resolutions. These are agreements or decisions which 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 and these include any important matters discussed at the meetings. These meeting minutes are often kept within a section at the back of the official registers.
What else should think about?
Where do you keep the statutory registers?
Companies House will assume you keep the statutory books and registers 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 shown 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 registers -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.
Other considerations
Confirmation Statement
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 you file this, it updates the register at Companies House.
Therefore, the details shown in the registers should agree with what details are reported on the CS form.
Sell your company
If there comes a time when you decide to sell your company, you will need to ensure that the statutory registers are up to date. In addition, if you consider 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.
Final thoughts
As mentioned, UK contractors will usually ask their accountant to keep and update the company’s statutory records. This saves limited company contractors from the task of having to consider this. Year after year, the statutory book (contractor books in terms of statutory information) will only need updating if there have been any changes in the details of the business.
Link to Contractor Advice UK group on