Management of records and documents

Category
Information management


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 (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

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