All UK limited companies are legally required to keep their statutory registers up to date and notify Companies House of any relevant changes. Directors are responsible for these tasks, but they are often overlooked, which can result in penalties. For this reason, some companies ask formation agents to look after their statutory registers.
What are limited company statutory registers?
Statutory registers comprise a collection of documents that contain official, up-to-date information about a company. In accordance with the Companies Act 2006, the following registers must be maintained:
- Register of members – a list of past and present shareholders and details of their shareholdings
- Register of People with Significant Control (PSC) – also known as the PSC register, this provides details of individuals who hold (i) more than 25% of a company’s shares, (ii) more than 25% of a company’s voting rights, or (iii) have the power to appoint or remove the majority of company directors
- Register of directors – details of all past and present company directors
- Register of directors’ usual residential addresses
- Register of secretaries – details of all past and present company secretaries (it is no longer a requirement to have a company secretary, but you must keep a register if you do appoint any)
Companies must also keep a register of any charges (i.e. security a company provides for a loan) created prior to 6th April 2013.
How must statutory registers be kept and stored?
Registers are usually kept at a company’s registered office or Single Alternative Inspection Location (SAIL address), where they should be made available for inspection upon request. Since 30 June 2016, companies can keep the information normally found in certain registers at Companies House instead.
Under section 1135 of the Companies Act 2006, statutory registers “may be kept in hard copy or electronic form [capable of being reproduced in hard copy form]”. During the Covid-19 lockdown, ensuring that the registers are in electronic form generally makes inspection far more straightforward.
Registers should be updated immediately when any pertinent details change. These details should then be updated at Companies House and/or updated or confirmed in the next annual confirmation statement.
What are the penalties for failing to maintain statutory registers?
Failure to maintain statutory registers will result in an offence having been committed by the company and each officer (i.e. directors and company secretary), with unlimited fines.
Should I get an agent to look after my statutory registers?
Although directors can maintain company registers themselves, it can be an arduous and time-consuming task. This may not be an issue for larger firms with multiple directors or dedicated company secretaries who can take care of such administrative duties. However, many smaller companies often forget about statutory registers or simply don’t know how to maintain them.
In SMEs, the task of updating registers often falls to one of the directors (or the only director), but many decide to use the services of an experienced third party. Some companies use their accountant (but their auditor is not permitted to carry out this role), their solicitor, or a company formation agent to perform this role.
Formation agents tend to be cheaper than accountants and lawyers, and they generally have systems in place for dealing with statutory registers efficiently and meticulously.
1st Formations offers a Full Company Secretary Service, which includes:
- an appointed company secretary
- a dedicated account manager
- preparation and maintenance of your statutory registers
- three changes to your company per year – in accordance with your instructions
- preparation and filing of your annual confirmation statement