Management of records and documents

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.

Register of members

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

Register of directors

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

Register of directors’ residential addresses

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’.

Register of secretaries

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

Register of people with significant control

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

Minute books

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
Seal book/register	Original 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	Original to be kept until account closed
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
Trustee 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

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