Chapter 9 - MAINTENANCE OF RECORDS

Question 1

What must the register of directors contain for each current and former director?

Answer 1

1. Name and former name.
2. Service address. This can be an office or residential address.
3. Country of residency. For a corporate appointment this is the country of registration and registration reference.
4. Nationality.
5. Business occupation, if any.
6. Date of birth.
7. Date of appointment.
8. Date of termination of appointment, if relevant.

Question 2

Why is a service address allowed for director / secretary registers as opposed to a residential address?

Answer 2

As the records are public - to prevent identity theft / fraud

Question 3

Should companies also keep a register of residential addresses for each director?

Answer 3

Yes, this is a legislative requirement

Question 4

What information is usually required in a company’s register of members?

Answer 4

full name and address of each member;

date of becoming a member;

any acquisition or disposal of shares;

date of cessation of membership.

Question 5

Only individuals or legal entities should be registered as members. What cannot be registered?

Answer 5

Names of English partnerships, trusts, share/investment clubs or settlements must not be registered as the holders of shares - as they have no legal capacity and accordingly valid instructions cannot be given.

Question 6

When can an entry relating to a former member of the company be removed from the register?

Answer 6

10 years following cessation of membership

Question 7

What is the electronic settlement system used by UK regulated markets, which enables digital settlement of securities including delivery of the shares being traded called?

Answer 7

CREST

Question 8

What is the difference between a CREST stock deposit and stock withdrawal?

Answer 8

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 opposite of a stock deposit

Question 9

Must the statutory records be kept at any specific location?

Answer 9

Yes, at one of the registered office, the SAIL address or, in the case of a private company, on the central register.

Question 10

Must the statutory books be books or are other formats permitted?

Answer 10

The statutory records may be held in hard copy or electronically and there is no specific format provided the required information is kept

Question 11

Why must directors provide both a service address and residential address?

Answer 11

The residential address is required in case letters addressed to the service address are returned undelivered then the registrar will send mail to the residential address

Question 12

What is the fee to obtain a copy of the register of members for a company with 500 shareholders?

Answer 12

£65

Question 13

Can a request for a copy of a register specify that the information is to be provided in the form of an Excel spreadsheet?

Answer 13

No – the request can require delivery in hard or soft copy but not the format of the soft copy

Question 14

Should minutes of all meetings involving directors be minuted?

Answer 14

YES

Question 15

Can directors’ and members’ minutes be kept together?

Answer 15

Yes, but not recommended as members’ minutes must be available for inspection while the directors’ minutes need not

Question 16

How long must a company keep its original minutes of meetings?

Answer 16

Ten years

Question 17

Is there any statutory requirement to retain notices of either directors’ or members’ meetings?

Answer 17

No

Question 18

Companies must keep accounting records with sufficient detail to enable the directors to assess what?

Answer 18

To show and explain transactions, disclose with reasonable accuracy the company’s financial position and enable the directors to prepare accounts and financial statements as required by the Companies Act

Question 19

For how long must companies keep minutes of meetings of their directors and members?

Answer 19

Ten years

Question 20

Do a company’s members have to pay a fee to inspect the registers or documents that must be available for their inspection?

Answer 20

No

Question 21

the majority of companies are now required to maintain a register of persons with significant control – what is this register called?

Answer 21

the PSC register

Question 22

What is the purpose of the persons with significant control register?

Answer 22

A register of the natural person(s) who ultimately
control the company rather than the register of members, which only records the identity of the registered membersrather than beneficial ownership.

Most small companies will have one PSC - a sole shareholder.

Question 23

What conditions make someone a PSC?

Answer 23

A PSC is a person who:
* holds, directly or indirectly, more than 25% of the shares;
* holds, directly or indirectly, more than 25% of the 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; or
* 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.

Question 24

What is a SAIL address when factoring in statutory records and filings?

Answer 24

Single Alternative Inspection Location address (ie doesn’t need to be a registered office address)

Question 25

Why must all companies have a registered office?

Answer 25

Requirement for an address at which legal documents can be served (CA2006 s. 86)

Question 26

Public companies must make their company records available for inspection between 9am and 5pm on every working day for anyone who visits the appropriate address. How much notice must be given to inspect the records?

Answer 26

None.

Note - for private companies, 10 days’ notice is required (unless in the lead up to a general meeting - 2 days)

Question 27

The maintenance of minute books is one of the core duties of a Company Secretary. In particular, Companies are required by CA2006 ss. 355 and 359 to keep records of what decisions / proceedings / meetings?

Answer 27

• all resolutions passed by members other than at general meetings;
• minutes of all proceedings of general meetings;
• details of decisions of sole members; and
• class meeting minutes, resolutions and decisions.

Question 28

Is it a requirement to keep a record of decisions and proceedings at Executive Management Group meetings?

Answer 28

No

Question 29

The Act is a little unclear as to whether the requirement to record and minute meetings of the directors extends also to meetings of committees of the directors. Where is this requirement usually contained?

Answer 29

Often in the company’s Articles.

Note - as a matter of good practice meetings of committees of the directors should be minuted and a proper record maintained.

Question 30

What two groups have access to all the company’s books and records (including minutes and records of proceedings of both directors’ and members’ meetings)?

Answer 30

Directors and Auditors

Question 31

What three characteristics do meetings usually have?

Answer 31

proper notice of the meeting issued to all
persons entitled to attend

an agenda

any accompanying documentation
required to consider the topics of the meeting.

Question 32

Are there statutory provisions relating to the FREQUENCY of meetings of directors?

Answer 32

No

Question 33

Listed companies must also publish notice of general meetings via what?

Answer 33

An RIS (regulatory information service)

Question 34

A company’s accounting records must be kept for a minimum period of _____ years in the case of a private company and _____ years in the case of a public company (CA2006 s. 388(4)).

Answer 34

Private - three years

Public - six years