Statutory books and registers- why they are important.

What are statutory books?

A company’s statutory books contain documents it must keep (under the provisions of the Companies Act 2006), as a record setting out the important aspects of its structure.  These statutory books should contain the following statutory registers: –

  • Register of members;
  • Register of directors;
  • Register of directors’ residential addresses;
  • Register of secretaries;
  • Persons of significant control (PSC) register;
  • Register of charges.

These registers must be kept up to date at all times and must be amended to show any relevant changes that take place within the company.  They can either be kept in paper form or electronically.

The statutory books will also usually contain the following: –

  • Register of applications and allotments;
  • Register of transfers;
  • Share certificates;
  • Board minutes.

Inspecting the registers

Anyone can request to view a copy of the statutory registers and they must be available to inspect either at the company’s registered office, at another address (provided this is notified to Companies House), or at Companies House online.

You should note that if electing to keep your statutory registers online at Companies House, this will result in certain confidential information, such as shareholders’ personal addresses and the full date of birth of any PSC, being made available to the public.

Failing to keep statutory registers

If a company fails to keep its statutory registers up to date, the company will be liable for such failure and this could result in a fine. Fines for such an offence are assessed on a case by case basis with the maximum fine imposed being up to £5,000.  Directors will also be in breach of their statutory duties and the punishments on them can be harsher.

When selling your company, a buyer will expect you to show fully made up statutory books, as the historical information found within them is not always available in full at Companies House.

It is possible to recreate the statutory books but some information, such as historic board minutes, may be lost.

If you discover your statutory books have not been kept up to date or have been lost, they should be recreated as soon as possible.

If you have any questions, please get in touch with me or anyone else within the Corporate Commercial team on 01256 320555.

Liberty Roberts

Corporate Commercial Solicitor

lroberts@clarkeandson.co.uk

Leave a Reply