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Kathryn Paisley

Partner - East Sussex (Uckfield)

13th July 2021

A Guide to Statutory Books

If you are the owner, director or company secretary of a company, there are a few things to bear in mind when thinking about statutory registers:

  • Check whether you have statutory registers – if you can’t immediately lay your hands on them, might your lawyer or accountant hold them for you?
  • Make sure that you keep your statutory books updated as you go – you should record all changes to the members, all changes to directors (including changes to residential addresses) and secretaries, all changes to the register of persons or registrable legal entities having significant control and it is also good idea to keep the books updated in relation to any new shares that are issued and allotted or transferred;
  • Where changes are made to the books, do not forget that you might also be required to file details of those changes at Companies House.

Most companies registered in this country are required by law to keep what are known as statutory registers, often called statutory books.  If you are a director or company secretary of the company, the onus is on you to make sure that the statutory books are maintained correctly and are up-to-date.  There is a common misperception that filings at Companies House are all that is required, but the need to make Companies House filings (whether regular or event-driven) is (in most cases) in addition to and separate from the obligation to maintain registers.

A company is required to keep a register of its members, a register of its directors and secretaries, a register of directors’ residential addresses, a register of persons having significant control and (in relation to any charges created before 6 April 2013) a register of charges and debentures.  It is also generally considered to be a good idea to keep a register of allotments of shares in the company and also a register of transfers of shares.  (Any “off-the-shelf” statutory registers that are purchased will usually contain these additional registers as well as those required to be maintained by law.) Registers can be paper or – increasingly the case now – electronic, and indeed there is also company secretarial software available that can ease the burden.

What many directors do not realise is that a failure to keep company registers up-to-date can actually constitute a criminal offence.  It is also the case that, should there be a query over who is actually an owner (a member) of the company, it is the register of members that is considered to be the principal statement of that fact, rather than any filing at Companies House or other documentation.  (This is the reason why the register of members becomes particularly important if the holders of shares want to sell the company they own).

It is not uncommon to have to reconstitute or update statutory registers just before the owners sell a company if the books have not been kept up to date up to that point!  Going back in time to the origins of a company and making note of everything that has happened since incorporation can be costly and time-consuming, so if you can keep on top of the requirement to keep the registers up to date, you may save considerable time (and money) later on.

This may seem a daunting task, but please do not forget that there are professional advisers available to help you.  If you are concerned that you might not have statutory books, or perhaps that they have not been kept up-to-date, do feel free to give us a call and we would be happy to assist.

If you would like to discuss any of the points mentioned above in more detail or would like advice in connection with business affairs, please contact Kathryn Paisley partner in our Corporate and Commercial department via email kathrynpaisley@rixandkay.co.uk  or tel 01825 744447.