Statutory books and records obligations – are you compliant?

Despite being a vital part of a company’s records, the keeping of statutory books and records is commonly overlooked. Given that the records establish who owns the company and the penalties for failure to keep such records correctly are criminal, this is an area all companies should be on top of. The below sets out what is required  – are you compliant?

What are statutory books?

Statutory books are a set of documents which reflect the history of a company from the date of incorporation to the present. There are a number of records that must be maintained, pursuant to the Companies Act 2006.

What documents make up a company’s statutory books?

The registers that the company must keep and maintain are:

• Register of members
• Register of persons with significant control
• Register of charges for charges created before 06 April 2013
• Register of directors
• Register of directors’ residential addresses
• Register of secretaries.

The company must also keep records of all board and shareholder meetings and resolutions. Together, these constitute the statutory books of the company.

For companies limited by shares, the following additional registers are considered best practice to maintain, but are not legally required:

• The register of allotments
• The register of transfers.

What does each register include?

The register of members: this is the definitive document in establishing legal title to the shares in the company, and not what can be determined from Companies House. This must include the name of the member, their address, the date on which they were registered as a member, the date on which they ceased to be a member if applicable, the shares held by each person including the class of share and amount paid or agreed to be considered as paid on the shares.

Each page should be numbered and for companies with more than 50 members they must keep an index of the register. Best practice is to include references to the registers of allotments and transfers – the reference will enable those inspecting the registers of a company to clearly identify the share history and how the shares were disposed of and acquired.

The register of persons with significant control (PSC): this document contains the name of the member, their address, date of birth and nationality, the registration date, the cessation date if applicable, and the nature of their control. The PSC register must never be blank – there is prescribed wording for the different categories of control which must be stated.

The register of charges: this register should contain information regarding any charges that were created before 06 April 2013.

The register of directors: this document contains the name, date of birth, nationality, occupation and place of residence, service address and dates of appointment and resignation.

The register of directors’ residential addresses must be maintained as a separate register, and the register of secretaries must be maintained if the company has ever had a secretary in office.

What other records form the statutory books?

Every company is required to take minutes of board meetings and keep all minutes of meetings held from 1 October 2007 for at least ten years. Records of board meetings and resolutions for the period prior to 1 October 2007 need to be held indefinitely. Records of shareholder or member resolutions should also be kept including minutes of general meetings and copies of written resolutions. These must be kept for ten years.

Where do I keep the statutory records?

The documents can be contained in hard-copy or digitally as long as they can be reproduced in hard-copy form. If they are hard-copy documents, then they must be stored at the registered office address of the company or the Single Alternative Inspection Location (SAIL) address. The documents will need to be available for inspection on every working day between the hours of 9am-3pm. The company may elect to keep certain registers at Companies House.

What is the importance of keeping and maintaining the statutory books?

It is a criminal offence to fail to keep and maintain the statutory registers and records of decisions. On the sale of a company, statutory records are one of the first items of documentation to be requested. This is to verify the legal title to the shares.