Management of records and documents
Every company is legally obliged to keep certain specified registers, books and records to reflect the operation of its business. The company secretary or governance lead’s primary responsibility is to see that they are properly maintained and kept up to date.
Statutory registers
Every company is legally obliged to keep certain specified registers, books and records to reflect the operation of its business. The company secretary or governance lead’s primary responsibility is to see that they are properly maintained and kept up to date.
Legal requirements
The Companies Act requires that every company keep the following registers, books and records:
- Register of members
- Register of directors
- Register of directors’ residential addresses
- Directors’ service contracts
- Directors’ indemnities
- Books containing minutes of directors’ meetings, resolutions in writing of directors and decisions of a sole director
- Register of secretaries
- Books containing minutes of company meetings, resolutions in writing of members and resolutions of a sole member
- Accounting records
- Register of people with significant control
There are additional requirements for companies with shares that are not listed here.
The register of members of a company (as distinct from other categories of member that an organisation may define) must include, as a minimum:
- Names and addresses of the members
- The date on which each person was registered as a member
- The date on which any person ceased to be a member
The register of directors must contain for each current and former director:
- Name and former name. Former names need not be disclosed if not used in business or not used in the previous 20 years. Maiden names of married women need not be disclosed.
- Service address. This can be an office or residential address. An office address is recommended to mitigate against identity theft. The address in the register of directors, which must be available for public inspection, should be the same as on the central register maintained at Companies House. In the case of a corporate appointment, the address should be the registered or principal office.
- Country of residency
- Nationality
- Business occupation, if any
- Date of birth
- Date of appointment
- Date of termination of appointment, if relevant
This must contain details of each director’s usual residential address and any changes to it. If the address stated in the register of directors is the director’s usual residential address, then this fact can be entered in the register of directors’ residential addresses, provided the entry does not use the phrase, ‘the company’s registered office’.
The register of secretaries must contain for each current and former secretary:
- Name and former name. Former names need not be disclosed if not used in business or not used in the previous 20 years. Maiden names of married women need not be disclosed.
- Service address. This can be an office or residential address. An office address is recommended to mitigate against identity theft. The address in the register of secretaries, which must be available for public inspection, should be the same as on the central register maintained at Companies House. In the case of a corporate appointment, the address should be the registered or principal office.
- In the case of a corporate secretary, there must also be entered detail so the register and registration reference (in the case of an EAA registered company) or the legal form, law by which governed and the register on which the registration is entered, if any.
- Date of appointment
- Date of termination of appointment, if relevant
The register of people with significant control (the PSC Register) was introduced to provide greater transparency of ownership of UK companies. All companies other than those qualifying for exemption under s.790B of the Companies Act are required to keep a PSC register.
A PSC is anyone in the company who meets at least one of the conditions set out in the regulations. Some companies will have no PSCs, while others may have several. A PSC is a person who:
- Holds, directly or indirectly, more than 25% of shares
- Holds, directly or indirectly, more than 25% of voting rights
- Holds the right, directly or indirectly, to appoint or remove a majority of directors
- Otherwise has the right to exercise, or actually exercises, significant influence or control over the company
- Has the right to exercise, or actually exercises, significant influence or control over the activities of a trust or firm which is not a legal person, the trustees or members of which would satisfy any of the four conditions above
The register is of natural persons. Where the immediate ownership is through another corporate entity or a trust, companies are required to move down to the next layer of ownership until the ultimate owners are identified.
If the company does not have a PSC or has been unable to obtain confirmed details of their PCSs, one of a number of statements must be entered into the PSC register and updated as required. These permitted statements are:
- The company knows or has reasonable cause to believe that there is no registrable person or registrable legal entity in relation to the company
- The company knows or has reasonable cause to believe that there is a registrable person in relation to the company, but it has not identified the registrable person
- The company has identified a registrable person in relation to the company, but all of the required particulars of that person have not been confirmed
- The company has not yet completed taking reasonable steps to find out if there is anyone who is a registrable person or a registrable legal entity in relation to the company
- The company has given a notice under s. 790D of the Act, which has not been complied with
- The address has failed to comply with a notice given by the company under s. 790E of the Act
- The company has issued a restrictions notice under paragraph 1 of Schedule 1B to the Act.
In general, it is details of individual ownership that must be recorded in the PSC Register. However, there are two other types of entities that are permitted. As such, there are three types of ownership structures whose details must be entered into a company’s PSC register: individual, registrable relevant legal entity (RLE) and other registrable person. The information to be registered about each category is:
- For an individual person:
- The date the individual became a registrable person
- Name
- Country/state of residence
- Nationality
- Service address
- Usual residential address (this is not shown on the public record)
- Date of birth (only the month and year is shown on the public record)
- The nature of their control over the company
- For a registrable relevant legal entity (such as a company):
- The date that they became a registrable RLE
- Corporate name
- Address
- Legal form of the corporate body
- Governing law under which the RLE was registered
- Place of registration (if applicable)
- Registration number (if applicable)
- The nature of their control over the company
- For another registrable person (such as a corporation sole or local authority):
- The date on which they became a registrable person in relation to the company in question
- Name
- Principal office
- The legal form of the person
- Law by which they are governed
- The nature of their control over the company
There are no statutory requirements regarding the location of minute books of directors’ meetings. Minutes of general meetings held after 1 November 1929 must be kept at the registered office.
The type of minute book kept will depend on the size and procedures of the company. For private companies, they may be kept in bound books, either handwritten or with typed sheets pasted into the bound book with the pages serially numbered.
Minutes of general meetings should be kept separate from board minutes since members have a right to inspect the minutes of general meetings but not of board meetings.
Location of records
There are particular requirements with regard to the place where various statutory records or records are kept and where they may be inspected.
As an alternative to the registered office address, companies can choose to keep and make available for inspection some or all of the records and registers at a Single Alternative Inspection Location (SAIL) address.
Where a company takes advantage of the option to hold records and make them available for inspection at a SAIL address, notification must be given to the Registration of Companies within 14 days, indicating which of the registers are being kept at the SAIL address.
As an alternative to the registered office or SAIL address, private companies also have the option of keeping the information that must be recorded in certain statutory registers on the public, central register, maintained by the Registrar of Companies.
Summary of options available to companies re. location of registers and records
| Record | Registered office | SAIL address | Central Registry (private companies only) |
|---|---|---|---|
| Register of members | ✔ | ✔ | ✔ |
| Historic register of member | ✔ | ✔ | |
| Register of directors | ✔ | ✔ | ✔ |
| Register of secretaries | ✔ | ✔ | ✔ |
| Register of directors’ residential addresses | ✔ | ✔ | ✔ |
| Register of charges | ✔ | ✔ | |
| PSC Register | ✔ | ✔ | ✔ |
| Historic PSC Register | ✔ | ✔ | |
| Company minutes and resolutions | ✔ | ||
| Directors’ minutes and resolutions | ✔ | ||
| Accounting records | |||
| Directors’ service contracts | ✔ | ✔ | |
| Directors’ indemnities | ✔ | ✔ |
Format of statutory registers
The statutory registers may be kept in manuscript or printed bound or loose-leaf hard copy or on computer or other non-legible electronic form, provided that adequate precautions are taken against falsification and that they can be reproduced in hard copy for inspection if requested.
Inspection of registers and documents
The Companies Act also contains provisions regarding the inspection of statutory registers, other than the register of directors’ residential addresses.
Inspection of all the registers is free to members and free to creditors in the case of the historic register of charges. Others seeking to inspect registers may incur a fee.
Requests to inspect the register of members or the PSC register must be accompanied by a statement identifying the person requesting the information and the purpose of them doing so. The company may apply to the court for a direction either to supply the information or to order the company not to comply with the request if it does not believe that the request is being made for a proper purpose.
The following registers and documents must be available for inspection at either the registered office or a place of inspection:
- Register of members
- Register of directors
- Directors’ service contracts
- Directors’ indemnities
- Register of secretaries
- Records of resolution
- Registers of people with significant control (excluding usual residential address information)
- Instruments creating charges and register of charges
Additional records relating to companies with shares are also named.
Retention of documents
The period of time for which documents should be retained depends on the nature of the document.
Organisations should have an effective document retention policy that is relevant to their circumstances, is adhered to by all parts of the organisation, and that where litigation is anticipated, steps are taken to ensure documents are not destroyed either deliberately or in accordance with the normal operation of the policy.
When implementing or reviewing document retention policies, the following issues are relevant:
- Legal and regulatory obligations. There are differing legal obligations and guidance on document retention, including accounting, tax, company law, compliance, employment, insurance and health and safety.
- Data protection legislation. Retaining personal data for longer than is necessary may contravene the Data Protection Act. See here for further detail. See here for further detail.
- Electronic or original documents. Electronic storage of document images is increasingly the norm. There must be appropriate measures in place to be able to demonstrate that the image of an original document has not been altered. Documents under seal, stamped documents and documents of deed in England and Wales should be kept in their original form. Care should be taken that archived files are capable of being reproduced in a readable form – this may require ensuring files’ compatibility with software.
- Statutory limitation periods. Limitation rules rarely specify document retention periods. The limitation period can, however, be used to determine the type of documents needed to be retained to take or defend any legal action. Limitation periods vary considerably between countries, and so policies may need to be country-specific.
- Destruction of documents. Certain documents should be kept in their original form and never be destroyed, such as board minutes for some companies, documents under seal, tax documents and original documents that are the subject of court proceedings. However, there are other rules that mandate the destruction of documents after a certain period.
Recommended retention periods for documents
| Type of document | Period of retention |
|---|---|
| Statutory records | |
| Certificate of incorporation | Original should be kept permanently |
| Memorandum and articles of association | Original copy to be kept permanently |
| Register of directors and secretaries, register of directors’ residential addresses, register of directors’ interests, register of interests in voting shares, register of charges | Originals to be kept permanently |
| Register of members | Current members permanently; former members ten years |
| Meeting records | |
| Minutes of general and class meetings, directors’ minutes, written resolutions | Originals to be kept permanently for meetings held prior to 1 October 2007; ten years after meeting for meetings held after 1 October 2007 |
| Directors’ minutes | Originals to be kept permanently for meetings held prior to 1 October 2007; ten years after meeting for meetings held after 1 October 2007 |
| Circulars to shareholders, including notices of meetings | Master copy to be kept permanently |
| Proxy forms/polling cards | One month if no poll demanded; one year if poll demanded |
| Accounting and financial records | |
| Annual report and accounts | Signed copy to be kept permanently (a stock of spare copies should be maintained for up to five years to meet casual requests) |
| Accounting records required by the Companies Acts | Six years for a public company; three years for a private company |
| Taxation returns and records | Six years |
| Tax returns | Permanently |
| Internal financial reports | Six years |
| Statements and instructions to banks | Six years |
| Expense accounts | Seven years |
| Customs & Excise returns | Six years |
| Dividend and interest bank mandate | Six years |
| Property records | |
| Deeds of title | Permanently |
| Leases | Twelve years after lease has terminated |
| Agreements with architects, builders, etc. | Six years after contract completion |
| Patent and trademark records | Permanently |
| HR records | |
| Staff personnel records | Seven years after employment ceases |
| Applications for jobs | Up to twelve months |
| Payroll records | Twelve years |
| Salary registers | Six years |
| Employment agreements | Permanently |
| Time cards and piece-work records | Two years |
| Wages records | Six years |
| Medical records | Twelve years |
| Accident books | Twelve years |
| Industrial training records | Six years |
| Pension records | |
| rustee and rules (pension schemes) | Permanently |
| Trustees’ minute books | Permanently |
| Pension fund annual accounts and HMRC approvals | Permanently |
| Investment records | Permanently |
| Actuarial valuation records | Permanently |
| Contribution records | Permanently |
| Records of ex-pensioners | Six years after cessation of benefit |
| Pension scheme investment policies | Twelve years after cessation |
| Insurance records | |
| Group health policies | Twelve years after final cessation of benefit |
| Group personal accident policies | Twelve years after cessation of benefit |
| Public liability policies | Permanently |
| Product liability policies | Permanently |
| Employers’ liability policies | Permanently |
| Sundry insurance policies | Three years after lapse |
| Claims correspondence | Three years after settlement |
| Accident reports and relevant correspondence | Three years after settlement |
| Insurance schedules | Ten years |
| Other records | |
| Trust deeds | Originals to be kept permanently |
| Stop notices and other court orders | Originals to be kept permanently |
| Powers of attorney | Copies to be retained permanently |
| Notification of change of address | Two years |
| Contracts with customers, suppliers or agents | Six years after expiry |
| Licensing agreements | Six years after expiry |
| Rental and hire purchase agreements | Six years after expiry |
| Indemnities and guarantees | Six years after expiry |
| Vehicle registration records, MOT certificates and vehicle maintenance records | Two years after disposal of vehicle |
| Certificates and other documents of title | Permanently or until investment disposed of |
