9. Maintenance of records Flashcards
Which statutory Statutory registers companies are required to keep?
Registers of:
members
directors
directors residential addresses
directors service contracts
directors indemnities
books containing minutes of directors meetings, resolutions in writing
secretaries
books containing minutes of company meetings, resolutions in writing, resolution of sole member
accounting records
contracts for purchase of own shares
documents for purchase of own shares out of capital
register of debenture holders
register of people with significant control
report to members of investigation by public company into interest in its shares
register of interest in voting shares disclosed to a public company
register of charges
Also (under other legislation)
certificates of employers liability insurance
accidents in the workplace
PAYE, VAT and corporation tax records
complaint handling records (FCA regulated firms)
Where should the statutory registered be kept?
The statutory registers must be kept either at the registered address or single alternative inspection location, or Co may opt to keep them at central register
What is the difference between a CREST stock deposit and stock withdrawal?
A stock deposit is the movement of shares from the certificated part of the share register to the uncertificated, dematerialised part of the register.
A stock withdrawal is the the opposite of a stock deposit.
Is debentures register obligatory?
No, but it is convenient.
What is register of PSC?
A register of natural persons who ultimately control the company. PSC meets at least 1 of the conditions set out in Register of PSC Regulations:
- holds, directly or indirectly more than 25% of the shares;
- holds more that 25% of the voting rights;
- holds the right to appoint or remove a majority of directors
- otherwise has the right to exercise significant influence or control over the co;
- has the right to exercise significant influence or control over the activities of a trust or firm which is not a legal person
What are the three types of ownership?
Indiviidual RLE (registrable, relevant legal entity) Other registrable person Info to be registered (as relevant): -The date the Ind, RLE or other registrable person became registrable; -Name (company name); -Service address; -DOB; -Nature of control -governing law under which it was registered (RLE) -Place of registration, reg number -law governing the body. Listed companies are exempt from requiremtn to keep PCR, as already under obligation to disclose interest in shares in excess of 3% under DTR5.
808 REGISTER
All companies have authority under the Act to require members to disclose info on beneficial ownership of the shares. Co must keep a register containing the date and any information contained in the reply. Must be kept at SAIL or RO.
RO
Any change in RO must be notified to the Companies House, form AD01
Must be shown on business stationery
Must be in the same country of registration
SAIL address
Any company may elect to keep their register at SAIL location, notification to the CHouse must be given (forms (AD02 and AD03)
Minute books
Companies are required under CA2006 ss355 and 359 to keep records of:
-all resolutions passed by members at GMs
minutes of all proceedings of GM
-details of decision of sole members
class meeting minutes, resolutions and decisions
Retention period - 10 years
Accounting records - what info needs to be maintained and what is the retention period?
Income & expenditure
assets purchased outright or leased by the co;
stock the co owns
bank borrowings, rental, lease payments directors loans
details of PAYE VAN, corporation tax
Retention - 3years for private, 6 years for public. In practice kept for 6 years as required by HMRC
Corporate records
Directors service contract D indemnities minutes accounting records contracts for purchase of own shares -//- out of capital
