Maintenance of Records Flashcards
Give a brief summary of the ROM
The most important of the statutory registers is the Register of Members . Who owns the company.
To be a member requires both consent from the individual and their details being entered in the register of members.
Give a brief summary of statutory registers
Companies MUST maintain specified registers, which must be kept up to date and details of changes to some of these registers notified to Companies House (“statutory registers or books”).
These registers MUST be kept available for inspection or for copies to be taken or supplied to any members and in some cases by the public.
The statutory registers must be kept either at the registered office or single
alternative inspection location (SAIL) or, at the option of the company, some of the registers may be held on the central register.
Other legislation also requires other documents to be kept by companies: certificates of employer’s liability insurance; accidents in the workplace; PAYE, VAT and corporation tax records; and complaint handling records certain FCA regulated firms.
What information would you find on the register of directors?
- Name and former name
Former names need not be disclosed if not used in business or not used in the previous 20 years. Maiden names need not be disclosed. - Service address.
This can be an office or residential address. An office address is recommended to mitigate against identity theft. The address in the register of directors, which must be available for public inspection should be the same as on the central register maintained at Companies House. In the case of a corporate appointment the address should be the registered or principal office. - Country of residency.
For a corporate appointment this is the country of registration and registration reference (in the case of an EAA registered company) or the legal form, law by which governed and the register on which the registration is entered, if any. - Nationality.
- Business occupation, if any.
- Date of birth
- Date of appointment
- Date of termination of appointment (if relevant)
What information should be recorded on a ROM?
The precise information will vary depending on the type of company and category of membership but generally will contain:
full name and address of each member;
date of becoming a member;
any acquisition or disposal of shares; and
date of cessation of membership
NB bank details are needed for dividend payments but they should not be included in the ROM.
What is the guidance around trusts or unincorporated associations being included in the ROM?
Only individuals or legal entities should be registered as members. Holders of an office can be registered provided it is a public office such as the Official Receiver.
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.
Scottish partnerships may be registered as, unlike English partnerships, these have legal capacity.
If documentation is received to register shares in the name of a trust or partnership, it should be rejected. In such circumstances, the shares should be registered in the names of two or more of the partners or trustees. It is usual for the number of joint holders of shares to be restricted to a maximum of 4.
What statutory registers relate to directors?
Register of Directors
Directors residential addresses
Directors Service Contracts
Directors Indemnities
Books of Director meetings, resolutions and decisions of sole director
What statutory registers relate to Shares & Equity?
Register of interests in voting shares disclosed to a public company
Report to members of investigation by public company into interests in its
shares
Contracts for purchase of own shares
Document for purchase of own shares
Register of debenture holders
Register of charges
What statutory registers relate to the Company?
Accounting records
Register of Company Secretaries (may be inc. in register of Directors)
Register of People with Significant Control (and historic)
Books of company meetings, resolutions
Summarise information around PSC.
PSC register should be kept.
This is a register of the natural person(s) who control the company rather than the register of members.
A PSC is anyone in the company who meets at least one of the conditions set out in the Register of People with Significant Control Regulations 2016 (SI 339/2016).
Some companies will have no PSCs while others may have several.
Most companies will have one PSC reflecting that the majority of companies have a sole shareholder.
Other than exempt companies (see below), ALL companies must have a PSC register and it can never be blank. Therefore, you must record no PSC, not leave it blank!
Listed companies, but not their subsidiaries, are exempt from the requirement to keep a PSC register as they and their shareholders are already under an obligation to disclose interests in shares in excess of 3% under DTR 5.
When would someone appear on a PSC register?
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.
What information would you include on a PSC register?
Date the individual became registrable
The full name, country / state of residence
Service address and usual residential address (not shown)
Nationality
DOB
The nature of their control over the company
Where should statutory registers be kept?
Registered Office, SAIL or Central Register maintained by Companies House.
REGISTERD OFFICE.
All companies must have an address at which legal documents can be
served (CA2006 s. 86), known as the “registered office”.
On incorporation, the first registered office will be the address detailed on Form IN01.
Any change in registered office must be notified to Companies House on Form AD01.
The registered office must be situated in the country of registration (CA2006 s. 87).
The registered office address must be shown on the company’s business stationery, emails and its website(s) (CA2006 s. 82).
All statutory records, registers and books can be kept at the Registered Office.
SAIL (Single Alternative Inspection Location)
Any company may elect to hold one or more of the registers at a SAIL address.
Companies House must be notified using Forms AD02 and AD03, so that anyone wishing to inspect the registers will know which address to attend.
Changes in the SAIL address must also be notified to Companies House, even if moving registers back to Registered Office.
Companies on the public market are likely to use CREST and a Share Registrar, therefore viewing will be via SAIL, and the rest of the registers are registered office.
CENTRAL REGISTER maintained by COMPANIES HOUSE
The Central Register is an alternative for private companies who may now
elect to hold 5 of their statutory registers on the central register maintained by Companies House
Register of directors; register of directors’ usual residential addresses; register of secretaries; PSC register; and register of members.
Who can inspect registers free of charge?
The Act contains provisions regarding the inspection of records and registers.
Inspection of all the registers is free to MEMBERS and in the case of the historic register of
charges, free to creditors. Anyone else may be required to pay a fee.
What register is not available for public inspection?
The register of directors’ residential addresses is NOT available for public inspection.
When must private companies make their register available for inspection?
Private companies must make their company’s records available for at least two hours between 9am to 3pm on a working day. Any person wishing to inspect any of the records must give due notice of their intention to inspect the records giving the date and time of their proposed visit.
Due notice is:
at least 2 working days if the notice is given within the notice period of a general meeting or the circulation period of a written resolution;
or at least 10 working days in all other cases.
