A company`s statutory registers contain information about the current state of the company and must be kept and maintained in accordance with the Companies Act 2006. The registers required by law are as follows: It is good practice to also have the following registers: The legal registers, commonly known as mandatory registers or statutory registers, of a company are extremely important. Every company is required under the Companies Act, 2006 to keep certain records, whether private or publicly traded. A company must notify the Registrar that it wishes to opt out of keeping member information on the public registry. This takes effect when it is registered by the registrar. In the event of withdrawal, the company must keep its own register of members in accordance with the articles of association. Incorporation Services Limited provides a competent service for all your business formation and company law requirements, including all secretarial matters such as the establishment of legal registers. We provide registers of various types and have a registry update service. If your company chooses to keep the information in Companies House`s public register and not in its own statutory registers, this information becomes part of the public register. The public register is open to any person to consult information and make copies thereof. It is now possible for a private company to choose to keep all or part of its statutory registers in the Companies House public register. To do this, they must submit some or all of the following forms to Companies House: Although the keeping and registration of internal statutory registers is an archaic requirement, failure to comply with the Companies Act 2006 remains a punishable offence.
According to missing information in legal records, the company and its directors can be fined up to £5,000. In addition, failure to keep a register of members may result in a fine of up to £1,000 for each person guilty of a crime, as well as for the company itself, and an additional fine will be imposed daily until corrected. While these more serious consequences occur much less frequently, they highlight some of the risks that are not always considered. PSC details, including full date of birth, provided to the Registrar during the period of an election are publicly available even after the election is withdrawn. The information is treated as part of the public register and is kept in accordance with the Companies Act 2006. Regular residential addresses will never appear in the public registry. If a company has a PSC whose information is protected, none of its data will appear in the public registry, regardless of a choice. Legally required corporate records were physical ledgers that were typically issued to directors of a corporation upon incorporation. Rather, they were stored in a dark place and then largely ignored. The records required by law are important. Not only does the Business Corporations Act require that they be kept and kept up to date, but in particular, the register of members is the primary authority over who the members of the corporation are and how many shares they hold.
A business may keep records on paper or in electronic form, but if they are kept electronically, you must be able to reproduce them on paper. This guide provides an overview of the legislation that, from 30 June 2016, will allow a private company to send to the commercial register information normally kept in certain statutory registers for retention in the public companies register. This choice, reserved for private companies, is an alternative to the obligation to keep all or part of these statutory registers at their registered office or at a single alternative control address. Legal records are extremely important because they provide the historical and up-to-date record of the ownership of a company and all the persons responsible for controlling the company and related businesses. Any changes to the information stored in a company`s legally required records must be updated to ensure accuracy on a given day. Potential investors or buyers will typically ask to look at a company`s legally required records when doing due diligence, which can cause problems if you haven`t kept them up to date – or if you haven`t kept them up to date at all. A buyer will likely ask you to create legal records before buying your business and may demand compensation from you to compensate them for a defined loss, or they could suffer from the company not keeping legal records. If legally required records have been kept but are not correct, a court order may even be required to correct them, which can be costly and delay the transaction. Members of a company also have the right to inspect a company`s statutory registers by giving it ten working days (shorter in certain circumstances). This requires a private company to provide the member with its business records for inspection and copying.
It is therefore important to ensure that accurate records are kept and can be made available at short notice. The shareholders of a company have the right to consult the registers required by law within ten working days1. Keeping the above records is not only a legal requirement, but it`s also important to keep your home in order and keep those records when selling your business. Each buyer and their legal team will want to review the records to ensure that the proposed sellers have the appropriate authority to sell their shares and complete the proposed transaction. According to the law, the register of members constitutes prima facie proof of ownership of the company`s shares. Therefore, legally required records provide any potential buyer with evidence of the company`s stock history, and failure to provide them could delay the sale and spend time and money restoring the records. If a PSC has applied for or been granted protection so that none of its details are disclosed in the public registry, the corporation of which that person is the PSC must submit all information about that PSC on paper. To this end, special versions of the application for incorporation and individual PSC forms have been developed, which are only available through Companies House`s Secure Records team. A copy of the forms can be requested by emailing the team on secureforms@companieshouse.gov.uk or by calling 02920 348354. A corporation that has made an election after incorporation must continue to maintain the register it was required to keep prior to the election (“the historical register”). It is not necessary to update this historical register to reflect subsequent changes during the election.
A person can consult the historical record and request copies of information. These requirements also apply if the corporation was required to maintain a register of members. A corporation must include a note in the historical register indicating that an election is in effect, when it took place and that up-to-date information about members can be found in the public registry. A company that does not enter such a note in the historical register commits a criminal offence. Even if you don`t want to sell your business, it`s important to keep your legally required books up to date. If you`re thinking about selling your business in the future, or just want peace of mind that your company`s records are accurate and up-to-date, it`s worth turning to a corporate law specialist to help you. All member data, including addresses, submitted to the Registrar during the period in which a society has elected to retain member information in the public registry will continue to be publicly available if the election is removed. This information forms part of the public register and is kept in accordance with the Companies Act 2006. Nowadays, with advances in technology and many limited liability companies formed by the directors and shareholders themselves, the registers required by law are often not even created. If a company has decided to keep its records at the company`s registered office or SAIL address, these must be available for inspection or be able to provide copies to certain companies upon request.
Non-compliance If a company fails to comply with the obligation to keep statutory registers, it and its directors have committed a criminal offence. Failure to comply with the obligation to keep and keep statutory records may result in a fine of up to £5,000 against the company and its directors, as well as the risk of finding that the directors have failed in their duties and are subject to a more severe penalty. Notwithstanding the possible fines mentioned above, detailed and properly established records are essential and may be necessary in a number of cases, such as: Challenging or validating ownership of shares, making stock transfers, inheriting, exercising legal claims, investigating or challenging misconduct and/or liability of officials, securing investments and proving a company`s history in order to proceed with the sale. of a company.