All limited companies are required to keep their statutory registers up to date, and inform Companies House of any relevant changes.
Failure to properly maintain registers can result in penalties, so it’s crucial that enough time is spent on keeping the statutory books updated.
If directors are too busy with other tasks, and in the absence of a company secretary, it is possible to ask a formation agent to take on this important task.
What are the statutory registers?
A limited company’s statutory registers comprise a collection of documents which contain various pieces of official information about the current position of the company. These registers need to be maintained in accordance with the Companies Act 2006:
- Register of members – this is essentially a list of the current shareholders and the level 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 – this contains details about all past and present company directors.
- Register of directors’ usual residential addresses.
- Register of secretaries – it is no longer a requirement to have a company secretary, but companies which do should maintain a register of their details.
Companies must also keep a register for any charges (i.e. security a company provides for a loan) which were created prior to 6th April 2013.
How must statutory registers be maintained?
The statutory registers have traditionally been kept at the company’s registered office or Single Alternative Inspection Location (SAIL address), but should generally be available for inspection upon request. Since 30 June 2016 it has been possible for companies to keep this information on the public register at Companies House – although this means that all information will be freely available to public view.
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, as soon as any pertinent details change, and any changes should be noted in the next annual confirmation statement.
What are the penalties for failure to maintain statutory registers?
The 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 company directors can maintain their statutory registers themselves, this is a task which requires a certain amount of time and effort to be regularly dedicated, as well as a general understanding of the procedures involved. Larger companies can afford to employ a company secretary (and public companies are still required to appoint a company secretary).
In SMEs the task of updating statutory registers often falls to one of the directors, 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 will generally have systems in place for dealing with statutory registers efficiently and meticulously.
1st Formations offer 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