What records do limited companies need to keep?

Limited companies must keep various business and accounting records to comply with UK company law and tax legislation. This is one of the important legal duties of a company director.

Below, we outline the different company records you need to keep. These include statutory company registers, accounting and financial records, and employment records. We also explain how long you must keep these records and where to store them.

1. Incorporation documents

Upon forming a limited company in the UK, the very first records you need to keep are the incorporation documents. These are as follows:

• Certificate of incorporation
• Memorandum of association
• Articles of association 

Companies House creates and issues the certificate of incorporation and memorandum of association upon approving the formation of a new company. You choose your company’s articles of association before incorporation. You’ll find copies of these documents by searching for your company on the Companies House search service.

If you register through a company formation agent like 1st Formations, you will receive digital and/or printed copies of your incorporation documents by email and/or post. We also provide:

• Share certificates for the first shareholders (if the company is limited by shares) 
• Guarantor certificates for the first guarantors (if the company is limited by guarantee)

You must provide each member a share certificate or guarantor certificate within two months of incorporation. The company must also retain copies of these certificates for its own records. 

2. Statutory company registers 

Currently, the Companies Act 2006 requires all companies to keep the following statutory registers (where applicable) from the moment of incorporation:

• Register of members (shareholders or guarantors)
• Register of directors
• Register of directors’ usual residential addresses
• Register of secretaries
• Register of people with significant control (PSC register)
• Register of charges (i.e. security a company gives for a loan or mortgage) and a copy of every instrument (e.g. loan agreement or mortgage deed) creating a charge
• Register of debenture holders

Also known as statutory books, these registers provide key information on the people who own, control, and manage the company. By law, they must be kept available for public inspection, with the exception of the register of directors’ usual residential addresses.

Most companies store their statutory registers at their registered office address or a Single Alternative Inspection Location (SAIL address).

However, under the Economic Crime and Corporate Transparency Bill 2023, the requirement for companies to keep statutory registers will change in the near future. When the Government introduces the new measures, companies will only need to keep an internal register of members. 

• 13 changes to UK company law – from 4 March 2024 

The Government has yet to announce the date of implementation for these changes. When they come into effect, the information that companies normally maintain in their other internal registers (except for directors’ addresses) will be kept on the central public register at Companies House instead.

3. General business records relating to your company

There are also various types of general business records you need to keep about your company, including copies of the following:

• Directors’ service contracts*
• Records of company resolutions* – these are legally binding decisions made by the company shareholders, guarantors, or directors 
• Minutes of meetings – those pertaining to general meetings of the members and board meetings of the directors 
• Directors’ indemnities* – promises the company makes for payments of claims or legal costs if something goes wrong and the company is at fault 
• Records relating to transactions when someone buys shares in the company – these should include copies of returns of allotments of shares (form SH01) that the company must file with Companies House after issuing new shares after incorporation
• Stock transfer forms authorising the transfer of shares from one person to another 
• Contracts and documents relating to the redemption or purchase of own shares – i.e. if the company redeems or buys back shares that it has issued to shareholders 
• Lease agreements if the company rents commercial premises 
• Contracts with suppliers and service providers 
• A record of debentures – these are promises of the company to repay loans at a specific date in the future

You should keep all of these records at your registered office or a SAIL address. With the exception of those marked with an asterisk, there is no requirement to make these records available for public inspection. 

4. Accounting and financial records 

Accounting and financial records provide key details about a company’s financial transactions and business activities. You will use these to track income and expenditure, monitor cash flow, evaluate the company’s performance, and prepare annual accounts and tax returns. 

The accounting and financial information you must keep include records of the following:

• Goods and services bought and sold by the company
• All forms of income and expenditure, including invoices, credit or debit notes, contracts, sales books, till rolls, receipts, petty cash books, orders, delivery notes
• Company assets, liabilities, and credits
• Inventory of all stock and assets owned at the end of each financial year
• The stocktaking used to work out the inventory figures
• Details of who goods and services were bought from and sold to, with the exception of retail sales
• Import and export documents
• Bank statements, paying-in slips, interest certificates, and general banking correspondence
• Copies of annual accounts and Company Tax Returns
• Dividend vouchers 
• Directors’ loans and loan accounts  

If you register for VAT, you must also keep VAT records. You will use these to account for all VAT transactions and complete a VAT Return for HMRC at the end of each accounting period.

5. Employment records 

If you hire people to work for your company, you need to keep certain employment records relating to your staff and payroll. 

As an employer, you are legally required to collect and keep records of the following:

• Employees’ pay, including salary or wages and any statutory pay, such as Statutory Sick Pay and Maternity Pay
• Deductions you make on wages or salaries, such as Income Tax, National Insurance contributions, and Student Loan repayments 
• Reports you send to HMRC through Pay As You Earn (PAYE), such as Full Payment Submissions and Employer Payment Summaries
• Payments you make to HMRC – these include the deductions you make from employees’ pay, as well as any employer’s National Insurance you pay
• Tax code notices
• Employee leave and sickness absences
• Taxable expenses or benefits you provide to employees 
• Payroll Giving Scheme documents
• Records proving that you are paying at least the minimum wage
• Agreements about employees’ working hours, pay, and conditions (such as contracts)
• Documents showing why a worker is not legally entitled to the minimum wage (if applicable)
• Employee pension schemes

Your employment records must show that your company has reported accurately to HMRC. You must keep them for at least three years from the end of the tax year to which they relate.

The rules differ for records proving that you are paying at least the minimum wage. You must keep these for at least six years if they:

• were created on or after 1 April 2021
• still had to be kept on 31 March 2021 under the previous rule that records must be kept for three years

The start date of the six-year period begins on the last day of the pay reference period after the one the records cover.

Construction Industry Scheme records

If your company is registered as a contractor under the Construction Industry Scheme (CIS), you must also keep records of:

• the gross amount of each payment invoiced by subcontractors, excluding VAT
• any deductions you make from subcontractor payments
• (if you make deductions) the costs of any materials a subcontractor invoices you for, excluding VAT

If you also have employees, your PAYE Scheme records will include the details of payments, deductions, and reports relating to the CIS scheme.

How long do I have to keep my limited company records?

By law, the necessary retention period for company records differs depending on the type of record in question:

• Statutory company registers should be kept for the entire life of the company (although the rules on which registers you need to keep will soon change).
• Minutes of meetings and company resolutions must be kept for at least 10 years from the date of the resolution or meeting to which they relate.
• Accounting and financial records should usually be kept for at least 6 years from the end of the financial year or accounting period to which they relate.
• If you register your company for VAT, you must retain all VAT records for at least 6 years from the date they were created (or 10 years if you use the VAT One Stop Shop scheme). 
• Employment records must be kept for at least 3 years from the end of the tax year to which they relate. 
• Records to prove that you are paying the minimum wage must be kept for at least 6 years from the last day of the pay reference period after the one those records cover.
• Construction Industry Scheme records must be kept for at least 3 years after the end of the tax year to which they relate. 

When in doubt, keeping all important business and financial records for at least 10 years is good practice.

How and where should I keep my company records?

Most companies keep all records together at their registered office address or Single Alternative Inspection Location (SAIL address). This ensures that directors and any other authorised persons can access records quickly and easily.

You can store them in their original format, whether digital or paper. However, most companies keep all or most of their records in digital format. This is the most secure and reliable option. 

• The SAIL address explained

If any of your original records are on paper, this will involve scanning them on a computer system and storing them in the same way as any other electronic documents or records you issue or receive. You should also retain the original as a backup for electronically stored copies. 

You must ensure that the electronic storage method can accurately capture the information in the original records.

Where to store company registers

Unless otherwise notified, Companies House will assume your statutory registers are held at your registered office address. If it is inconvenient to make certain registers available for inspection at that location, you may keep some or all of them at a SAIL address instead. 

If you decide to use a SAIL address, you must first register the address with Companies House using form AD02. Upon moving registers from the registered office to the SAIL address, you must notify Companies House on form AD03 and confirm which records are now held there.

If you decide to move these records back to the registered office from a SAIL address at any point, you must notify Companies House on form AD04 and specify which registers are returning there. 

As a company director, you have a legal duty to report any such changes to Companies House within 14 days. Further, you must confirm the new location of the registers when you file your next annual confirmation statement.

Do I have to keep minutes of meetings?

Companies must keep and store the minutes of all board meetings (of directors) and general meetings (of members). In addition to being a legal requirement, keeping minutes is also beneficial for administrative purposes. 

Minutes contain details of all company-related matters raised, discussed, and agreed upon in meetings. This written evidence is helpful in keeping track of important business matters and resolving any confusion or disputes that may arise later.

Who can inspect limited company records and registers?

If the requested inspection date coincides with the notice period of a general meeting or a written members’ resolution, the required notice period is 2 working days. At all other times, companies require a notice period of at least 10 working days. 

The company must respond to any such requests within 5 working days by either complying with the request (if for a proper purpose) or applying to the court for a “no access order” (if for an improper purpose).

Failure to respond within the necessary timeframe may result in the company and any responsible company officers facing a summary conviction and financial penalty.

When a person makes an inspection request to your company, they should provide the following information:

• Name and address of the person making the request
• Name of the company or organisation they are acting on behalf of, if applicable
• The purpose of the inspection
• Whether the information will be disclosed to a third party – if so, to whom
• How the information will be used

Shareholders of the company may inspect the statutory registers free of charge. Companies usually charge a prescribed fee to members of the public.

Thanks for reading

We hope you’ve found this post helpful and have a clearer understanding of the company records you need to keep. Please feel free to comment below if you have any questions. You can also explore the 1st Formations Blog for more limited company guidance and small business advice.