Limited companies must keep a number of records to comply with the strict record-keeping, accounting, and reporting requirements imposed by Companies House and HMRC. Below, we outline the important limited company records you need to keep, some of which must also be made available for public inspection.
A private limited company must keep the following business records, where applicable:
- Register of members (shareholders or guarantors)
- Register of company directors
- Directors’ service contracts
- Register of Secretaries
- Register of People with Significant Control (PSC register)
- Records of resolutions and minutes of meetings
- Directors’ indemnities – security against liability claims or legal costs
- Contracts relating to purchase of own shares
- Documents relating to redemption or purchase of own shares out of the capital by a private company
- Register of debenture holders
- Instruments creating charges and register of charges – i.e. mortgages or secured loans
A company should also keep copies of its certificate of incorporation, the memorandum and articles of association, and all share certificates (if applicable).
Accounting records should be kept for the following:
- Goods and services bought and sold by the company
- All forms of income and expenditure
- Company assets, liabilities, and credits
- Inventory of all stock and assets owned at the end of each financial year
- The stocktakings 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
Financial records and business bank account statements will be used to prepare annual accounts, calculate corporation tax liabilities, and prepare Company Tax Returns for each corporation tax accounting period.
If a company is VAT registered, it must also keep and retain business and VAT records to account for all VAT transactions and to complete VAT returns.
Companies that are registered as employers must keep PAYE records to work out the right amount of PAYE and National Insurance Contributions to pay, complete annual PAYE returns, and show that employees are receiving the statutory pay they are entitled to.
Business and accounting records are generally kept in hard copy format in a bound or loose-leaf book, but most can be kept in electronic format.
How long do I have to keep my limited company records?
- Company registers should be kept for the entire life of the company
- Accounting records should usually be kept for at least 6 years from the end of the financial year or accounting period to which they relate
- Minutes of meetings and company resolutions must be kept for at least 10 years from the date of the meeting to which they relate
The majority of these limited company records can be maintained in digital or electronic format, instead of their original format. However, dividend vouchers, bank interest certificates, and Construction Industry Scheme (CIS) vouchers must be kept in their original format. Failure to adhere to these requirements could result in a company being charged a penalty of up to £3,000 by HMRC.
Where should I keep my limited company records and registers?
Unless otherwise notified, Companies House will assume all records and registers are held at a company’s registered office address. If it is inconvenient to make certain records available for inspection at that location, a company may keep some or all of them at a Single Alternative Inspection Location (SAIL) address.
You must notify Companies House if you keep any statutory records at a SAIL address, and you must confirm which records are held there. Companies House should be notified immediately if you move any records. You will also have to confirm their location whenever you file an annual confirmation statement.
Do I have to keep minutes of meetings?
Companies must keep and store the minutes of all board meetings and general meetings. This is also beneficial for your own peace of mind because minutes contain details of all matters raised, discussed, and agreed upon in meetings. This written evidence is useful if any disputes arise at a later stage.
Who can inspect limited company records and registers?
Companies must make their statutory records available for inspection every working day. Any member of the public can request to inspect a company’s statutory records for a ‘proper purpose’.
If the requested inspection date is during the notice period of a general meeting or a written members’ resolution, the required notice period is two working days. At all other times, a notice period of 10 working days is required. Requests made for a ‘proper purpose’ must be met within 5 working days, otherwise, a fine may be imposed.
When making a request, the following information should be given to the company:
- Name and address of the person making the request and, if applicable, the name of the company or organisation they are acting on behalf of
- The purpose of the inspection
- To whom the information will be disclosed, if applicable, and how the information will be used
Generally, shareholders do not have the right to inspect minutes of board meetings, unless the articles of association state otherwise.