Company directors must comply with several legal requirements, including maintaining statutory registers. These records contain key company details and are essential for compliance with UK company law. Failure to maintain them can result in legal consequences.

Here's what statutory registers are, their importance and how to maintain them to avoid legal non-compliance consequences.

Statutory registers are official company records required by law. They contain essential information about a company’s structure, including directors, shareholders, and people with significant control (PSC).

Types of Statutory Registers

Let’s look at the company registers and what each of them contains.

Register of Directors

This register lists company directors, including their names, dates of birth, nationality, and service addresses. This requirement is set out under Section 162 of the Companies Act 2006.

Register of Directors’ Residential Addresses

The register of directors’ residential addresses contains directors’ home addresses. This information is confidential and not accessible to the public. However, it must be submitted to Companies House in compliance with Section 165 of the Companies Act 2006.

Register of Members (Shareholders)

This statutory register records shareholders, their addresses, and shareholdings. Companies must keep this register updated in accordance with Section 113 of the Companies Act 2006, and any changes must be recorded within two months.

Register of Secretaries

Companies that appoint a company secretary must maintain a Register of Secretaries under Section 275 of the Companies Act 2006.

This applies to:

• Private companies that voluntarily appoint a company secretary.
• Public limited companies (PLCs), which are required to have a company secretary and maintain this register as part of their statutory records.

People with Significant Control (PSC) Register:

The PSC register identifies individuals who own or control at least 25% of a company’s shares or voting rights or otherwise exert significant control. This requirement was introduced in April 2016 to enhance corporate transparency.

• Reporting requirement: Changes must be reported to Companies House within 14 days.
• Public accessibility: Since 2022, companies can rely on Companies House for this information rather than maintaining a separate internal register.

Register of Charges

While companies no longer need to maintain an internal Register of Charges, they must register any charges (e.g., secured loans or mortgages) with Companies House within 21 days under Part 25 of the Companies Act 2006.

Register of Allotments and Applications

This register records newly issued shares and the recipients to ensure transparency in share distribution. Companies must update this register within two months of issuing new shares.

Register of Debenture Holders

This register records the individuals or institutions holding debentures issued by the company. It provides a record of creditors who have lent money to the company under secured or unsecured debenture agreements.

Register of Share Transfers

This register documents all changes in share ownership within the company. The company must update it within two months of any share transfer, in accordance with applicable legal requirements.

Why Are Statutory Registers Important?

• Ensure compliance with the Companies Act 2006 and other legal obligations.
• Facilitate due diligence during mergers, acquisitions, and audits.
• Help prevent fraud by maintaining accurate, up-to-date records.
• Failure to comply can result in fines, legal action, or even the dissolution of the company.

Who Is Responsible for Maintaining Registers?

Company directors are legally responsible, though a company secretary or external compliance officer may handle the task.

Maintaining & Storing Registers

To correctly maintain statutory registers, you should:

• Update records immediately when changes occur.
• Keep registers at the company’s registered office or an approved location.
• Ensure records are formatted according to the Companies Act 2006.
• Retain records for at least 10 years, even after the company is dissolved.
• Some registers (e.g., PSC) must be publicly accessible.

Penalties for Non-Compliance

• Fines up to £5,000.
• Criminal prosecution of directors.
• Companies House may strike off the company.
• Directors may be disqualified for up to 15 years under the Company Directors Disqualification Act 1986.

Best Practices for Compliance

• Regularly review and update registers.
• Use secure digital storage and backups.
• Ensure filings with Companies House are accurate and submitted on time.
• Seek professional advice if unsure about legal requirements.

Maintaining statutory registers is a legal requirement and crucial for corporate transparency. By keeping records accurate and up to date, companies can avoid fines and legal consequences. If in doubt, seek professional guidance.