Chapter 9: Maintenance of Records Flashcards
Why is it important to maintain statutory registers and other records?
Maintaining statutory registers is crucial for legal compliance, corporate governance, and transparency. Failure to maintain records can result in legal consequences, administrative difficulties, and disputes over ownership.
For small private companies, statutory records are often overlooked, leading to potential issues. The Register of Members is particularly important, as:
It confirms ownership of shares.
It requires both consent from the individual and entry into the register for a person to be recognized as a member.
What are the key obligations of directors and companies regarding record-keeping?
Directors and companies must:
Maintain specific registers as required by law.
Ensure details are accurate and up to date.
Notify Companies House of changes in certain registers.
Make records available for inspection by authorized persons.
Failure to comply can lead to fines, legal action, and loss of shareholder confidence.
What are statutory registers, and where must they be kept?
Statutory registers are official company records that document key information about a company’s owners, directors, and governance.
These registers must be kept at:
The Registered Office of the company.
A Single Alternative Inspection Location (SAIL) (if notified to Companies House).
Some registers can be stored in the Companies House Central Register (for private companies).
What statutory registers must a company keep under the Companies Act 2006?
Companies are legally required to maintain the following registers:
Register of Members ss. 114 & 128D Lists shareholders and their shareholdings.
Register of Directors s. 162 Contains names, addresses, and details of directors.
Register of Directors’ Residential Addresses s. 165 Keeps directors’ private addresses (not publicly available).
Directors’ Service Contracts s. 228 Holds contracts where directors are employed for over 1 year.
Directors’ Indemnities s. 237 Records any indemnities provided to directors.
Minutes of Directors’ Meetings s. 248 Documents decisions taken at board meetings.
Register of Secretaries s. 275 Lists company secretaries (if applicable).
Minutes of Members’ Meetings s. 355 Records resolutions and decisions of shareholders.
Accounting Records s. 386 Tracks financial transactions and company performance.
Contracts for Purchase of Own Shares s. 702 Records transactions where the company buys back its shares.
Documents for Purchase of Own Shares Out of Capital s. 720 Stores documentation related to capital-funded share buybacks.
Register of Debenture Holders s. 743 Lists those holding company debentures.
Register of People with Significant Control (PSC Register) ss. 790M & 790Z Identifies individuals with significant influence (25%+ ownership).
Investigation Report on Share Interests (Public Companies Only) s. 805 Public companies must report investigations into voting interests.
Register of Interests in Voting Shares (Public Companies Only) s. 808 Details individuals or entities with voting rights.
Register of Charges s. 859Q Records company liabilities secured against assets.
What other records must a company keep under different legislation?
In addition to statutory registers, companies must keep records under other laws, including:
Employer’s Liability Insurance Certificates (to prove compliance with insurance regulations).
Accident Records (for workplace incidents, under health and safety laws).
PAYE, VAT, and Corporation Tax Records (for HMRC tax compliance).
Complaint Handling Records (for FCA-regulated firms to ensure transparency in customer interactions).
Who has the right to access statutory records and registers?
Certain company records must be available for inspection by specific individuals or groups.
Company Members (Shareholders) Register of Members, Directors, PSCs No fee (Free)
Public (Non-Members) Register of Members, PSCs Yes (Fee Applies)
Regulators (FCA, HMRC, etc.) All records required for investigations No fee (Mandatory)
If a non-member requests access, a company may charge a fee of £1 per record (or £30 for large requests).
What are the penalties for failing to maintain statutory records?
Failure to maintain statutory registers can result in:
Fines and penalties imposed by Companies House.
Legal disputes over ownership or governance.
Difficulty selling shares or raising investment.
Regulatory action if financial records are not properly kept.
How long must a company keep its statutory records?
Companies must retain records for specific periods, depending on their importance.
Certificate of Incorporation Permanent
Articles of Association Permanent
Shareholder Circulars Permanent
Directors’ Minutes 10 years
Members’ Minutes 10 years
Annual Reports Permanent
Tax Returns Permanent
Staff Payroll Records 6 years
Employment Contracts Permanent
Property Leases 12 years after expiry
Insurance Policies 3–12 years
What are the key takeaways for exam preparation?
Companies must maintain accurate statutory records for compliance and governance.
Failure to keep proper records can lead to fines, legal action, and business disruption.
The Register of Members is essential for confirming share ownership.
Financial records must be kept for at least 3–6 years for tax compliance.
Minutes of board and shareholders’ meetings must be retained for at least 10 years.
Some registers are publicly accessible, while others are restricted to shareholders and regulators.
What statutory registers must a company maintain?
Companies must maintain various registers to comply with legal requirements. These include:
Register of Directors
Register of Directors’ Residential Addresses
Register of Secretaries
Register of Members (Shareholders)
Branch Registers (if applicable)
What information must be recorded in the register of directors?
The register of directors must contain details of all current and former directors, including:
Name and any former names (former names used in business or within the past 20 years must be disclosed, but maiden names are exempt).
Service address (recommended to use a company office to prevent identity theft).
Country of residency (for corporate appointments, this includes country of registration and legal form).
Nationality.
Business occupation (if applicable).
Date of birth.
Date of appointment.
Date of termination of appointment (if applicable).
What are the requirements for the register of directors’ residential addresses?
This register records the usual residential address of each director.
It is not publicly available to protect personal information.
The service address in the public register is often a business address to prevent identity theft.
Companies must update this register if a director changes their residential address.
What information must be recorded in the register of secretaries?
If a company secretary is appointed, the register must contain:
Full name (but no requirement to disclose nationality).
Service address.
Date of appointment.
Date of resignation or removal (if applicable).
Unlike directors, company secretaries do not have a separate register for residential addresses.
What information must be recorded in the register of members (shareholders)?
Every company must maintain a register of members with the following details:
Full name and address of each member.
Date of becoming a member.
Details of any acquisition or disposal of shares.
Date of cessation of membership (if applicable).
Additional Information:
Bank mandate details for dividend payments should NOT be included in the public register.
The register must be available for public inspection.
An entry for a former member can be removed 10 years after they leave (CA2006 s. 121).
What are branch registers, and when should they be used?
A branch register is a duplicate of the main register of members, established in an overseas country where a company has a large number of shareholders.
Legal Basis: Companies Act 2006, s. 129.
Purpose: Makes it easier to manage shareholder records in foreign jurisdictions.
Countries where a branch register may be established:
Commonwealth Nations & Former British Territories:
India
Malaysia
Singapore
South Africa
Nigeria
Ireland
Hong Kong
Ghana
Kenya
Trinidad and Tobago
Zimbabwe
If a branch register is created, Companies House must be notified via Form AD06.
The branch register must be kept in duplicate at the main office.
What rules apply to registering members and their legal entities?
Only individuals or legal entities can be registered as members.
Cannot register as members:
English partnerships
Trusts
Share clubs or investment groups
Scottish partnerships CAN be registered, as they have separate legal status.
Shares should be registered in the names of two or more trustees or partners if necessary.
Who can inspect the register of members, and where must it be kept?
The register of members must be kept at:
Registered Office.
Single Alternative Inspection Location (SAIL).
Inspection Rights:
Company Members (Shareholders) Yes No fee
Public (Non-Members) Yes Yes (£1 per entry)
Regulators (FCA, HMRC, etc.) Yes No fee
If a non-member requests a copy of the register, the company may charge:
£1 per record, or
£30 for a full copy of the register.
How can the register of members be maintained?
Companies can maintain the register in different formats:
Manual Format: Bound books or loose-leaf documents.
Electronic Format:
Simple spreadsheet or database.
Specialist share registration systems.
Electronic registers must:
Be viewable on-screen.
Allow hard copy printouts for inspection requests.
Legal Requirement: Register must be stored at the registered office or a SAIL address.
What are the key compliance requirements for maintaining statutory registers?
Companies must:
Maintain accurate and up-to-date records.
Store them at the registered office or a SAIL address.
Ensure electronic records can be printed and inspected.
Notify Companies House of any changes.
Keep branch registers if necessary for international shareholders.
Failure to comply can result in:
Fines from Companies House.
Legal disputes over ownership.
Difficulties in share transfers or company sales.
Key Takeaways for Exam Preparation
Register of Directors must include full names, service addresses, date of birth, and appointment details.
Directors’ residential addresses must be recorded separately but are not publicly available.
Company secretaries must be listed with their name and service address, but no residential address is required.
The Register of Members must be kept up to date, available for public inspection, and allow electronic printouts.
Companies with large overseas shareholders may need to establish a branch register in permitted countries.
Only legal persons (individuals or corporations) can be shareholders—trusts and unregistered groups cannot be registered as members.
Failure to maintain records can lead to fines and legal penalties.
What is CREST?
CREST is the electronic settlement system used by UK regulated markets for digital settlement of securities.
It enables electronic transfer and settlement of shares traded on public markets.
CREST is operated by Euroclear UK & Ireland Ltd.
How does CREST affect the register of members?
When a company’s shares are admitted to CREST, the register of members is split into two:
Uncertificated sub-register (electronic) – Managed by CREST for digital transactions.
Certificated register – Managed by the company or its share registrar for physical shareholding records.
This split allows shareholders to hold shares in either or both formats.
How do movements between certificated and uncertificated accounts work?
Between two uncertificated accounts – Transactions occur via electronic messages within CREST.
From uncertificated to certificated (stock withdrawal) – Electronic message authorization is required.
From certificated to uncertificated (stock deposit) – This process requires a paper-based transaction.
What are the advantages of CREST?
Facilitates electronic transfer of title upon settlement.
Reduces the need for physical share certificates.
Increases efficiency and security in share transactions.
Maintains elements of the “name on register” system, though identifying individual shareholders can be harder due to nominee holdings.
Who needs to understand CREST?
CREST settlement is mandatory for companies with shares listed on public markets.
Most listed companies use a share registrar to handle CREST-related processes.
Company secretaries only need a high-level understanding, as day-to-day operations are managed by the share registrar.
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 opposite of a stock deposit
What are charges in the context of company records?
A charge refers to a security interest over a company’s assets, usually given to lenders as collateral for loans.
Prior to 6 April 2013, companies had to maintain full details of all charges against their assets in an internal register.
What changed in the recording of charges after 6 April 2013?
Companies are no longer required to keep their own register of charges for new charges.
Instead, charges are now recorded on the central register at Companies House.
Companies must still register any new charges and any releases of charges with Companies House.
However, companies must maintain an historic register for charges that were created before 6 April 2013.
How do companies manage their records of charges now?
Companies with charges created before 6 April 2013 will have a split register:
Older charge records are kept by the company.
Newer charge records are kept at Companies House.
Any changes to pre-existing charges must still be recorded in the company’s internal register.
Where must companies keep copies of charges and related documents?
Copies of charges, amendments, and instruments creating a charge must be available for inspection at:
The company’s registered office, or
A Single Alternative Inspection Location (SAIL) address.
This requirement is stated in Companies Act 2006 (CA2006) sections 859P and 859Q.
What is a debenture in company law?
A debenture is a type of long-term debt instrument issued by a company, usually as a means of raising capital.
It represents a loan made by an investor to the company, typically with a fixed interest rate and repayment schedule.
Are companies required to maintain a register of debenture holders?
No, there is no legal obligation for companies to maintain a register of debentures.
However, keeping such a register is considered good practice as it helps with record-keeping and transparency.
What legal requirements apply if a company chooses to keep a debenture register?
If a company decides to keep a register of debenture holders, it must comply with Companies Act 2006 (CA2006) sections 743–748.
These provisions outline:
Rights of access – Similar to the register of members, individuals can request a copy of the debenture register.
Proper purpose requirement – Companies must ensure that any request for a copy of the register is made for a legitimate purpose.
Why is it useful to keep a debenture register?
Even though not mandatory, maintaining a debenture register can be beneficial because:
It provides clarity on the identity of debenture holders.
It simplifies interest payments and ensures smooth repayment of debentures.
It allows for better communication between the company and debenture holders.
What is a People with Significant Control (PSC) register?
Introduced in 2016 by Small Business, Enterprise and Employment Act 2015 (SBEE2015).
Required for most companies to record individuals who ultimately control the company, rather than just the registered members.
Details of PSCs must be filed at Companies House along with a statutory statement.
What is the purpose of the PSC register?
Ensures transparency about who really controls UK companies.
Differentiates between registered shareholders and the true beneficial owners.
Helps prevent money laundering, tax evasion, and other financial crimes.
Who qualifies as a PSC?
A PSC is any person who meets at least one of the following conditions (Register of People with Significant Control Regulations 2016):
Holds more than 25% of shares (directly or indirectly).
Holds more than 25% of voting rights (directly or indirectly).
Has the right to appoint or remove the majority of directors.
Exercises significant influence or control over the company.
Exercises significant influence or control over a trust or firm that meets any of the above conditions.
Do all companies have PSCs?
Some companies have no PSCs, while others may have several.
Most small companies have one PSC, usually the sole shareholder.
What happens if a company has no PSCs?
The PSC register cannot be left blank.
If no PSC exists, the register must state this fact.
What happens if a company is still investigating its PSCs?
If a company is still identifying PSCs, it must record this status in the PSC register.
The register should contain a permitted statement based on the stage of investigation.
What types of entities can be entered into the PSC register?
There are three types of ownership structures that must be recorded:
Individuals (e.g., private shareholders).
Registrable Relevant Legal Entities (RLEs) (e.g., corporate shareholders).
Other Registrable Persons (e.g., corporations, local authorities, sole traders).
What information must be recorded for each PSC type?
For Individual PSCs:
Date they became a registrable person.
Full name.
Country/state of residence.
Nationality.
Service address.
Usual residential address (not publicly available).
Date of birth (only month and year shown publicly).
Nature of control over the company.
For Registrable Relevant Legal Entities (RLEs) (e.g., a corporate shareholder):
Date they became a registrable RLE.
Corporate name.
Registered address.
Legal form of the entity.
Governing law.
Place of registration (if applicable).
Registration number (if applicable).
Nature of control over the company.
For Other Registrable Persons (e.g., a local authority or a foreign entity):
Date they became a registrable person.
Name.
Principal office address.
Legal form of the entity.
Law by which they are governed.
Nature of control over the company.
Are any companies exempt from keeping a PSC register?
Listed companies are exempt as they already comply with DTR 5, which requires disclosure of shareholdings above 3%.
Subsidiaries of listed companies are NOT exempt and must maintain a PSC register.
What authority do public companies have regarding the disclosure of voting share interests?
Under CA2006 s. 793, public companies can require members to disclose information on:
The beneficial ownership of their shares.
Whether they or the beneficial owner are part of a concert party (a group acting together to influence the company).
This authority is often expanded in the company’s Articles of Association, particularly for traded companies.
What is a ‘concert party’?
A concert party refers to two or more shareholders acting together to influence the company (e.g., for a takeover).
Disclosure of concert party arrangements helps prevent market manipulation and hidden control over a company.
What obligations does a company have when making these enquiries?
If a company makes an enquiry under CA2006 s. 793, it must record and maintain the information in a register.
This register is legally required under CA2006 s. 808 and is commonly referred to as the “Section 808 Register”.
What details must be included in the Section 808 Register?
The date of the company’s request for information.
Any information provided by shareholders in response.
Any updates or changes to disclosed information.
Where must the Section 808 Register be kept?
At either the registered office or the Single Alternative Inspection Location (SAIL) address of the company.
Is there a legally required format for statutory registers?
No, the Companies Act 2006 does not prescribe a specific format.
Registers can be kept in hard copy or soft copy as long as they contain the required information.
How can hard copy registers be maintained?
Using pre-printed ‘statutory books’ with manual entries.
Using a word processing or spreadsheet application to create printable registers.
How can electronic (soft copy) registers be maintained?
Companies can use specialised company secretarial software that:
Allows easy updates across multiple group companies.
Automatically generates and files statutory forms.
Ensures compliance with legal requirements.
Companies may also create bespoke applications or use standard word processing or spreadsheet software.
What are the benefits of using commercial entity management software?
Efficiency: Changes (e.g., director’s address) can be applied across all group companies.
Automated filings: Statutory forms can be generated and submitted electronically.
Centralised management: Ensures all entity records are consistent and up to date.
What key security and compliance requirements must statutory records meet?
Security: Registers must be secure and confidential.
Data Protection: Non-prescribed information must comply with data protection laws (e.g., GDPR).
Accessibility: The records must be:
Available for inspection when required.
Capable of being printed or copied for legal compliance.
Why is the maintenance of statutory registers often neglected?
Many companies and even professional advisers ignore or only partially maintain statutory books.
Directors may misunderstand statutory registers, often confusing them with:
Accounting records
Confirmation statements
Why do many companies fail to update their statutory registers?
Minimal changes: Most companies have little need to update statutory books after initial incorporation.
Lack of awareness: Directors may not realise the importance of maintaining up-to-date registers.
No immediate consequences: Problems often arise only when a business sale or legal issue occurs.
When do statutory register issues usually come to light?
During a business sale:
Buyer’s solicitors request statutory registers for review.
If registers are missing, blank, or incorrect, they must be reconstituted urgently.
If statutory registers are incomplete or missing, rectification becomes:
Time-consuming
Expensive (especially if court intervention is required).
What are the consequences of an incorrect register of members?
If a register of members contains incorrect information or illegal entries (e.g., trusts or settlements), the company must:
Seek rectification by the court.
Face delays and additional legal costs.
What should directors do to ensure statutory registers are maintained correctly?
Keep statutory registers up to date at all times.
Ensure proper documentation is maintained after any company changes (e.g., director appointments, share transfers).
If a business sale is planned, verify and correct statutory records well in advance to avoid last-minute issues.
Must the statutory records be kept at any specific location?
Yes, at one of the registered office, the SAIL address or, in the case of a private company, on the central register
Must the statutory books be books or are other formats permitted?
The statutory records may be held in hard copy or electronically and there is no specific format provided the required
information is kept
Why must directors provide both a service address and residential address?
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
Where must statutory registers and records be kept?
Before 1 October 2008: Statutory registers had to be kept at the company’s registered office.
After 1 October 2008: The Single Alternative Inspection Location (SAIL) was introduced.
After 30 June 2016: Private companies could elect to hold some registers on the central register at Companies House (primarily aimed at small companies).
What is the purpose of a registered office?
Every company must have a registered office where legal documents can be served (CA2006 s. 86).
On incorporation, the first registered office is listed on Form IN01.
Any change to the registered office must be notified to Companies House using Form AD01.
The registered office must always be in the same country of incorporation (CA2006 s. 87).
Registered office requirements:
Must be displayed on:
Business stationery (letterheads, invoices, etc.).
Emails.
Company websites. (CA2006 s. 82).
What is a SAIL address, and what is its purpose?
A Single Alternative Inspection Location (SAIL) allows a company to store statutory registers at a different address instead of the registered office.
A company must notify Companies House of the SAIL address using Forms AD02 and AD03.
If a company moves records from a SAIL address back to the registered office, Companies House must be informed.
A company can only have one SAIL address, which must be in the same country as the registered office.
What statutory registers can be kept at a SAIL address?
The following records may be stored at a SAIL address (CA2006 s. 1136):
Company Records:
Register of members
Register of directors
Register of secretaries
Register of People with Significant Control (PSC)
Director-Related Documents:
Directors’ service contracts
Directors’ indemnities
Share & Debenture-Related Documents:
Register of debenture holders
Contracts for the purchase of own shares
Documents related to the redemption or purchase of own shares
Register of interests in shares disclosed to a public company
Corporate Governance & Financial Documents:
Records of resolutions
Report to members of investigations into share interests
Instruments creating charges and register of charges
Why do public companies use an external share registrar?
Publicly traded companies must synchronise their share register with the CREST electronic settlement system.
Most companies appoint external share registrars to maintain the register of members.
The share registrar’s office then becomes the company’s SAIL address.
The remaining statutory registers must still be available for inspection at the registered office.
What is the Central Register, and when was it introduced?
The Central Register is a system maintained by Companies House where certain statutory registers of private companies can be held.
It was introduced by the Small Business, Enterprise and Employment Act 2015 (SBEE2015) and came into effect on 30 June 2016.
This system is primarily intended for single-member, sole-director companies with minimal changes to their registered information.
What statutory registers can be held on the Central Register?
A private company can elect to keep the following five statutory registers on the Central Register at Companies House:
Register of directors
Register of directors’ usual residential addresses
Register of secretaries
People with Significant Control (PSC) register
Register of members
What is the main disadvantage of keeping registers on the Central Register?
The availability of directors’ and shareholders’ private residential addresses on the public record is the primary drawback.
However, under the Companies (Disclosure of Address) (Amendment) Regulations 2018, individuals can apply to suppress their residential addresses from public view.
Instead, they must provide an alternative communication address for official correspondence.
Exception: If the company’s registered office is also a residential address, suppression of the address is not allowed.
How does a company opt-in to the Central Register?
A company must give notice to Companies House for each register it wishes to move to the Central Register.
Once opted in, the company no longer needs to maintain historical registers unless it later chooses to opt out.
What happens if a company decides to opt out of the Central Register?
The company must file a notice with Companies House stating its decision to resume keeping its registers internally.
There is no requirement to re-create historical records for the period when the registers were held on the Central Register.
The previous records remain a permanent part of the company’s statutory records at Companies House.
What common mistake do private companies make when using the Central Register?
Private companies often inadvertently disclose the private residential addresses of their directors and members.
This happens because they fail to realise that individuals must actively opt in to suppress their address information.
By default, residential addresses remain publicly available unless suppression is requested.
How can directors and members protect their residential address when using the Central Register?
Directors and members can apply for address suppression under the Companies (Disclosure of Address) (Amendment) Regulations 2018.
Suppression removes private residential addresses from public access and replaces them with an alternative service address.
However, this suppression is not automatic—it must be actively requested
When is address suppression NOT allowed?
If the company’s registered office is a residential address, that address cannot be suppressed.
The registered office must always be publicly available as the official contact point for the company.
What should private companies do before opting into the Central Register?
Steps to take before opting in:
Inform directors and members about potential address disclosure risks.
Advise individuals on how to apply for suppression if needed.
Consider alternative addresses for directors and members to use instead of their residential addresses.
Ensure that statutory records are accurate and updated before submission.
What are the legal requirements regarding the location of statutory registers?
By default, all statutory registers must be kept at the registered office unless an alternative location is used.
Companies can elect to store some or all registers at a Single Alternative Inspection Location (SAIL).
Private companies may also opt to store certain registers on the Central Register at Companies House.
What must a company do if it keeps registers at a SAIL address?
Companies must notify Companies House by submitting the following forms:
Form AD02 – Notifies Companies House of the SAIL address.
Form AD03 – Specifies which registers are held at the SAIL address.
Who has the right to inspect statutory registers, and at what cost?
Members of the company: Free access to all statutory registers.
Creditors: Free access to the historic register of charges.
General public: May be required to pay a fee for access to certain registers.
Which register is NOT available for public inspection?
he register of directors’ residential addresses is not available for public inspection. This measure is in place to protect directors’ privacy and reduce the risk of identity theft.
What happens if a company opts into the Central Register?
The registers stored on the Central Register at Companies House become publicly available.
Companies must ensure that residential addresses are suppressed, if necessary, to prevent unintentional disclosure.
The company no longer needs to update its own copies of these registers, as Companies House maintains them.
What are the inspection requirements for private and public companies?
Private Companies:
Must make records available for inspection at least two hours between 9 AM and 3 PM on a working day.
Prior notice is required:
2 working days if the request is made during a general meeting notice period or written resolution circulation period.
10 working days in all other cases.
Public Companies:
Must make records available between 9 AM and 5 PM on every working day.
No prior notice required for inspection.
Who has the right to request copies of statutory registers?
Members of the company.
Any other person (subject to proper purpose requirements).
What if the company believes the request is NOT for a proper purpose?
The company may apply to the court to:
Supply the requested information (if the court rules in favor of the requester).
Be ordered NOT to comply (if the court finds the request improper).
Timeframe for application: Within 5 days of the request.
Due to costs and time constraints, this option is rarely used.
What are the requirements for requesting a copy of the register of members or PSC register?
The requester must submit a statement that includes:
Identity of the person making the request.
Purpose of the request (why they need the information).
Intended disclosure:
If the requester will share the information, they must name the third party and state the purpose.
What are the fees for inspecting or obtaining copies of company registers?
Inspection Fees:
£3.50 per hour (or part thereof) for non-members inspecting:
Register of members.
Register of interests in shares.
Register of debenture holders.
Copy Fees (Sliding Scale Based on Number of Entries):
Members and non-members must pay to receive a copy of:
Register of debentures.
Register of interests in voting shares.
Register of debenture holders.
Register of members.
What is the fee for inspecting statutory registers?
£3.50 per hour (or part thereof) for non-members inspecting:
Register of members
Register of interests in shares
Register of debenture holders
What is the fee for obtaining copies of company documents?
A fee of 10 pence per 500 words (or part thereof) may be charged for copies of:
Directors’ service contracts (CA2006 s. 229(2)).
Directors’ qualifying indemnity provisions (CA2006 s. 238(2)).
Resolutions and proceedings at meetings (CA2006 s. 358(4)).
Report into share ownership (s. 805 report) (CA2006 s. 807(2)).
Additional costs:
Reasonable expenses for delivering copies to the requestor may also be charged.
How are copy fees calculated?
The fee is charged per 500 words (or part thereof), meaning:
A document under 500 words = 10 pence.
A document between 501–1000 words = 20 pence, and so on.
What is the fee to obtain a copy of the register of members for a company with 500 shareholders?
£65
Can a request for a copy of a register specify that the information is to be provided in the form of an Excel spreadsheet?
No – the request can require delivery in hard or soft copy but not the format of the soft copy
Who can inspect a company’s statutory registers?
Anyone has the legal right to inspect statutory registers, except for the register of directors’ residential addresses, which is restricted.
Members (shareholders) have free access to the registers.
Non-members may need to pay a fee for inspection.
Can someone inspect a company’s statutory registers without notice?
Yes, but only in specific cases:
For private companies: Prior notice is required (either 2 working days or 10 working days, depending on circumstances).
For public companies (Plcs): No prior notice is required—anyone can walk into the registered office or SAIL address and request to inspect the statutory books.
How often do people exercise their right to inspect statutory registers?
Very rarely exercised in practice, except for the register of members of traded companies.
Many private companies do not keep their statutory registers up to date, but requests to inspect them are extremely rare.
Anecdote from a company service provider: In 30 years of experience, the author recalls only one instance where a former director arrived unannounced to inspect statutory registers.
What are companies required to record in their minute books?
Directors’ meetings (CA2006 s. 248):
Minutes must be taken for all formal directors’ meetings and meetings approving directors’ resolutions.
Informal gatherings or executive meetings do not need to be recorded.
Only directors have the right to inspect these minutes.
Members’ meetings (CA2006 ss. 355 & 359):
All resolutions passed by members outside of general meetings.
Minutes of all general meetings and class meetings.
Decisions of sole members.
Members have the right to inspect minutes of general meetings and written resolutions.
Who is responsible for taking and maintaining minutes?
The company secretary is responsible for:
Taking minutes at directors’ and members’ meetings.
Safekeeping the original signed hard copy minutes.
How long must minutes be kept?
Minimum of 10 years from the date of the meeting, resolution, or decision (CA2006 ss. 248(2) & 355(2)).
Where should minute books be kept?
Directors’ meeting minutes:
No statutory requirement on where they must be kept.
Typically stored securely by the company secretary.
Members’ meeting minutes:
Must be kept at the registered office or SAIL address.
Companies must notify Companies House if the records are kept somewhere else.
What are the legal requirements for keeping company minutes?
Companies must keep minutes of directors’ and members’ meetings (CA2006 s. 248 & s. 358).
No specific legal obligation on how minutes should be stored.
Minutes can be kept in hard copy or electronic format.
How are minute books structured for different types of companies?
Private companies:
Bound books with handwritten or typed sheets pasted in.
Pages should be numbered serially (e.g., 1.1, 1.2, 1.3 for first book, 2.1, 2.2, 2.3 for second book).
Larger public companies:
Loose-leaf minute books with serially numbered pages.
Some companies index minutes for easier reference.
Why should minutes of general meetings and board meetings be kept separately?
Members have the right to inspect general meeting minutes but NOT board meeting minutes (CA2006 s. 358).
Board minutes contain sensitive business information that should be kept confidential.
What is the statutory requirement for keeping directors’ minutes?
Companies Act 2006 (CA2006 s. 248) requires minutes of directors’ meetings to be kept for at least 10 years.
No specific legal requirement on where or how minutes should be kept.
How should company minutes be secured?
Restricted access to prevent unauthorised use.
Kept in locked storage or secure electronic systems.
Board packs (supporting documents for meetings) should also be stored securely, as they contain confidential and sensitive information.
Why should board packs be retained?
Board packs provide background information for decisions made in meetings.
They serve as evidence of due diligence and verification by directors.
Frequently referred to in minutes as part of the decision-making process.
How should private companies maintain their minute books?
Bound books with either:
Handwritten entries, or
Typed sheets pasted in.
Serial numbering of minutes is recommended:
Helps in cross-referencing past discussions and decisions.
How should the minutes of members’ meetings be kept?
Directors have the freedom to decide:
Format, content, and style of minutes.
No statutory format prescribed.
Options for maintaining minute books:
Private companies:
Bound books, either handwritten or typed sheets pasted in.
Serial numbering for easy reference.
Larger public companies:
Prefer loose-leaf minute books for flexibility.
Some maintain an index at the back for quick reference
How do larger public companies typically maintain their minute books?
Loose-leaf minute books are preferred.
Serial numbering is recommended for easy reference.
Some companies maintain an index at the back of the book:
Lists topics covered in the minutes.
Helps in quick retrieval of information.
Are committee meetings of directors required to be minuted?
Unclear in CA2006, but often required by a company’s Articles of Association.
Best practice: Always minute committee meetings and keep a proper record.
How detailed should minutes of members’ meetings be?
Tend to be much briefer than directors’ meeting minutes.
Typically include:
Record of resolutions passed or rejected.
Optional: Details of votes cast for and against (not legally required).
Usually no detailed record of discussions or questions raised.
Should minutes of all meetings involving directors be minuted?
Yes
Can directors’ and members’ minutes be kept together?
Yes, but not recommended as members’ minutes must be available for inspection while the directors’ minutes need not
How long must a company keep its original minutes of meetings?
10 Years
Do directors have the right to access minutes of board meetings?
No specific statutory right, but:
Directors exercise the authorities of the company.
Entitled to view any company records while in office, including board minutes.
Can members access minutes of directors’ meetings?
No.
Members and class members do not have a right to access directors’ meeting minutes.
What can members access?
Members’ and class minutes.
Records of members’ and class meetings.
Inspection is free, but copies may require a fee (CA2006 ss. 358(3), 358(4), 359).
Do auditors have access to minutes?
Yes.
Auditors have a general right of access to all company books and records (CA2006 s. 499(1)).
This includes minutes of both directors’ and members’ meetings.
Which regulatory bodies can request company records?
Regulatory bodies with access rights include:
Inspectors or competent persons appointed by BEIS.
HMRC (tax investigations).
FCA (financial regulation compliance).
CMA (competition law compliance).
Takeover Panel (mergers and acquisitions oversight).
How do minutes impact investigations?
If a company is investigated (e.g., insolvency, regulatory breach), authorities will:
Examine board minutes to assess directors’ decisions and oversight.
Lack of recorded discussions may weaken directors’ defense in legal or regulatory scrutiny.
What are the fundamental characteristics of all meetings?
All meetings must include:
Proper notice issued to all entitled attendees.
An agenda, usually forming part of the notice.
Accompanying documentation relevant to the meeting topics.
How do different types of companies structure their board meetings?
Larger or traded companies (e.g., listed companies)
Pre-scheduled board meetings months in advance.
Regular meetings to ensure governance, strategy, and compliance.
External directors often require advanced scheduling.
Smaller/private companies
Minimal board meetings (sometimes only annually).
Usually held to approve annual financial accounts.
Additional ad hoc meetings as needed for significant decisions.
What additional materials typically accompany the agenda?
Board papers may include:
Supporting reports & research.
Third-party legal or financial advice.
For long reports: A one-page summary is helpful.
Indications on whether an agenda item requires a decision, update, or information only.
What are the statutory requirements for directors’ meetings?
No statutory provisions regarding:
How meetings must be held.
Length of notice required.
Frequency of meetings.
Each board decides what is appropriate for itself.
Is there a formal requirement to circulate an agenda before a board meeting?
No, but it is highly recommended to provide structure and help directors prepare.
When should board papers be circulated?
Ideal timeframe: At least one week before the meeting.
Practical timeframe: Often shortened to the Friday before the meeting.
Delivery methods:
✔️ Recorded delivery.
✔️ Secure courier.
✔️ Secure email/board portal software.
How do companies communicate with members?
Default method: Hard copy.
Electronic communication: Allowed only if members consent or are deemed to have consented.
Members who opted for electronic communication can still request hard copies.
Same information must be provided to all members, regardless of communication format.
What should be done with board papers after the meeting?
Company secretary should:
Collect & securely destroy spare copies, notes, flip charts, etc.
Retain one official copy either with the minutes or separately.
Ensure records are available for future reviews or audits.
Directors have no statutory right to access board papers, why is this?
They have the right of access to all records and so do not require a specific right to board papers
What happens if a meeting notice is sent to the wrong address or with insufficient notice?
Potential consequences:
The legality of the meeting may be challenged.
Resolutions passed could be declared void.
However, accidental omission of a notice does not invalidate the meeting.
For joint shareholdings:
The senior member (first named in the share register) receives the notice.
This is considered sufficient notice for all joint holders.
Is there any statutory requirement to retain notices of either directors’ or members’ meetings?
No
Do members have the right to access past circulars and meeting papers?
No statutory right to access historic copies of circulars.
However, members must be sent documents related to meetings they are entitled to attend.
What should a company do with meeting papers and circulars?
Best practice:
Retain all papers circulated with notices convening a members’ meeting.
Store with meeting minutes or separately for proper record-keeping.
Do auditors have access to meeting records and circulars?
Yes, auditors have a general right of access to all company records and reports, including meeting notices and circulars.
How do listed companies ensure transparency regarding general meetings?
Listed companies must publish:
Notice of general meetings via a Regulatory Information Service (RIS).
This ensures that historic records remain available for as long as the company is listed.
What supporting documents must be kept for financial reporting?
Essential supporting documents include:
Bank statements
Receipts
Petty cash books
Orders & delivery notes
Invoices (both received & issued)
Contracts
Sales books & till rolls
What are companies required to do regarding financial records?
All companies must keep accounting records as required under the Companies Act 2006 (CA2006 ss. 386, 387).
These records must be sufficient to:
Show and explain transactions within the company.
Disclose financial position with reasonable accuracy at any time.
Enable directors to prepare statutory accounts and financial statements.
What types of accounting records should a company maintain?
As a minimum, accounting records should include:
All items of income & expenditure.
Details of assets (purchased outright or leased).
Stock records (including end-of-year stock value and stocktaking details).
Contractual liabilities, such as:
Bank borrowings
Rental & lease payments
Directors’ loans - Trading transactions (amounts owed or due for goods/services). & Tax records:
PAYE (Pay As You Earn)
VAT (Value-Added Tax)
Corporation tax
What are directors’ service contracts, and how must they be maintained?
Definition: A director’s employment contract is often referred to as a service contract.
Key requirements:
Must be kept available for inspection by members at the registered office or SAIL address (CA2006 s. 228).
Inspection must be free of charge for members.
Retention period: At least 12 months after termination of the contract.
What additional financial records must companies registered as employers maintain?
Companies with employees must also keep PAYE records, which include:
Annual PAYE returns for tax compliance.
PAYE & National Insurance Contributions (NICs) calculations.
Proof of employee entitlements (e.g., statutory sick pay, maternity/paternity pay).
Where must a company keep its accounting records?
Under CA2006 s. 388(1), a company’s accounting records must be kept:
At the company’s registered office OR
At any other location deemed appropriate by the directors.
These records must be available for inspection by any company officer at any time.
How long must a company retain its accounting records?
Minimum statutory retention periods:
Private companies – 3 years.
Public companies – 6 years.
Practical application: Many private companies also retain records for 6 years to align with HMRC tax investigation periods after tax return submissions.
What are corporate records, and why must companies maintain them?
Corporate records are essential documents that companies must prepare, retain, and, in some cases, make available for inspection by members or the general public. These records ensure legal compliance, transparency, and accountability.
What are the legal requirements for maintaining accounting records?
Definition: All companies must keep accounting records to ensure financial transparency and compliance.
Purpose of accounting records (CA2006 ss. 386, 387):
Show and explain company transactions.
Disclose the company’s financial position with reasonable accuracy at any time.
Enable directors to prepare financial statements and accounts.
Location:
Must be kept at the registered office or another location as decided by the directors (CA2006 s. 388(1)).
Must be available for inspection by company officers.
Retention period:
Private companies: Minimum three years (CA2006 s. 388(4)).
Public companies: Minimum six years (CA2006 s. 388(4)).
HMRC investigations: In practice, most private companies keep records for six years to comply with tax regulations.
Who has the right to inspect a company’s accounting records?
Inspection rights vary depending on the party:
Directors – General right to access all company records and must use them to prepare accounts (CA2006 ss. 386–388).
Auditors – Full right to access all books and records for audit purposes (CA2006 s. 499(1)).
Regulatory bodies – May request or search for records, including:
BEIS (Department for Business and Trade)
HMRC (Tax authority)
FCA (Financial Conduct Authority)
CMA (Competition and Markets Authority)
Takeover Panel (for mergers & acquisitions).
Members (Shareholders) – No legal right to inspect a company’s accounting records.
What are the requirements for keeping minutes of meetings?
Definition: Companies must keep records of meetings of directors, members, and class meetings.
Key requirements:
Retention period: Minimum 10 years (CA2006 ss. 248, 355).
Minutes of members’ or class meetings must be available for inspection by members free of charge at the registered office or SAIL address (CA2006 s. 358).
Minutes of directors’ meetings do not need to be made available to members.
What are directors’ indemnities, and what are the record-keeping requirements?
Definition: A company may provide indemnity insurance for its directors to protect them from liability for actions taken in their role.
Key requirements:
If a company maintains directors’ indemnity insurance, this must be disclosed in the directors’ report.
A copy of the policy must be available for inspection at the registered office or SAIL address (CA2006 s. 237).
Inspection must be free of charge for members.
Retention period: Must be kept for at least 12 months after expiry of the indemnity period.
What are the requirements for contracts related to the purchase of a company’s own shares?
Definition: If a company buys back its own shares under CA2006 ss. 693A, 694, or 701, it must retain records of the purchase contract.
Retention period (CA2006 s. 702): 10 years from the date the contract is completed or otherwise terminated.
Location: Must be kept at the registered office or SAIL address.
Inspection rights: Private companies: Free access for members. Public companies: Free access for any person.
What are the requirements for purchases of shares out of capital?
Definition: When a private company purchases its own shares out of capital, additional documentation is required.
Required documents: Directors’ statement. Auditor’s report.
Retention period (CA2006 s. 720): Must be kept for five weeks after the earlier of:
Publication of a Gazette notice (CA2006 s. 719(1)).
Newspaper advertisement or individual creditor notices (CA2006 s. 719(2)).
Inspection rights: Free of charge for members and creditors. Available at the registered office or SAIL address.
What are the requirements for a report on the investigation into ownership of a public company’s shares?
Definition: A public company may be requested to investigate the ownership of its shares (CA2006 s. 803).
Retention period (CA2006 s. 805): Six years from the date the report was first published.
Location: Must be kept at the registered office or SAIL address.
Inspection rights: Free access for members.
Companies must keep accounting records with sufficient detail to enable the directors to assess what?
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
For how long must companies keep minutes of meetings of their directors and members?
Ten years
Do a company’s members have to pay a fee to inspect the registers or documents that must be available for their inspection?
No
Why must companies maintain official records, and where can they be kept?
Purpose: Just as individuals store personal documents at home, companies must maintain and store official records.
Where records can be kept:
Registered Office – The default location for statutory records.
Single Alternative Inspection Location (SAIL) – An alternative location for easier access.
Third-party locations – Many companies use lawyers or accountants’ offices as their registered office, making it inconvenient to store all records there.
Who is responsible for managing a company’s document retention policy?
The Company Secretary is responsible for ensuring:
Proper control over document filing and retention.
The company complies with legal requirements for document storage.
Data protection laws are followed, meaning personal data is not kept longer than necessary.
What is a SAIL address, and why is it used?
Definition: A Single Alternative Inspection Location (SAIL) is a designated alternative location where a company can store its statutory records instead of the registered office.
Why companies use a SAIL address:
Allows trading addresses to be used instead of third-party addresses.
Enables companies to store records at a more convenient location.
Essential for companies with shares traded on a public market that use share registrars.
Special consideration for listed companies:
If a share registrar maintains the register of members, the company must locate its SAIL address at the registrar’s office.
This ensures compliance with the requirement to make the register of members available for inspection at either:
The registered office OR
The SAIL address.
Why is it important for companies to have a document retention policy?
Key reasons:
Ensures compliance with legal and regulatory obligations.
Prevents loss of critical records.
Helps manage data storage efficiently.
Protects personal data from being stored longer than necessary.
Supports litigation preparation – case law shows that companies must:
Have a clear and enforced retention policy.
Take prompt action to prevent document destruction if litigation is expected.
