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Company Registers

What are the company Registers?

A limited company must keep registers about the business, and let people view and access them.  The registers must be held at the registered office or if held somewher else, then Companies House must be notified (this is known as the SAIL address). The vast majority of companies keep these records in a book but they can also be kept as a computer record. These must be kept up to date as they show who owns the company and shares held. Below we have listed the main types of Registers.

Register of Members (sec113 - sec128)

This is a list of shareholders/members which will show
  • the names and addresses of the membersshareholders, unless the company is one limited by guarantee);
  • the number and class classes-of-shares of shares held by each member, distinguishing each share by its number so long as it has one;
  • the amount paid, or agreed to be considered as paid, on the shares;
  • the date at which the person was registered as a member, and the date at which he or she ceased to be a member
 

Inspecting the Records

The records can inspected by members/shareholders without any charges and to anyone else on payment of a fee. You can also get a copy on payment of a fee.
 

By sec116 - sec117, the new requirements are that the request for inspection or copies must contain the following information:

  • the name and address of the person making the request and the name of the organization they are acting for
  • the purpose for which the information is to be used
  • whether the information will be disclosed to any other person and, if so, their identity, and the purpose for which they will use the information.

Having received a request, the company as 5 working days to either reply or apply to the court, you mst notify the applicant.
The court can prevent the inspection if they believe it was not made for a "proper purpose" and could hold the applicant liabel for the company's costs. The court can also order the company to comply with the request for inspection.

Failure to comply with the request can result in a fine for any officer in defualt.  

The applicant must be informed of the most recenmt date any alterations were made to the register.

By sec119, it is an offence for a person knowingly or recklessly

  • to make a statement that is misleading, false or deceptive in a material particular in a request under sec116, or
  • having obtained information from the share register, to do anything that results in the information being disclosed to another person, or
  • to fail to do anything with the result that the information is disclosed to another person, knowing, or having reason to suspect that that person may use the information for an improper purpose.

Register of Directors

Sec162 Register of Directors
(1) Every company must keep a register of its directors.
(2) The register must contain the required particulars (see sections 163, 164 and 166) of each person who is a director of the company.
(3) The register must be kept available for inspection-
       (a) at the company's registered office, or
       (b) at a place specified in regulations under section 1136.
(4) The company must give notice to the registrar (i.e. Companies House)-
       (a) of the place at which the register is kept available for inspection, and
       (b) of any change in that place,
unless it has at all times been kept at the company's registered office.
(5) The register must be open to the inspection-
       (a) of any member of the company without charge, and
       (b) of any other person on payment of such fee as may be prescribed.
(6) If default is made in complying with subsection (1), (2) or (3) or if default is made for 14 days in complying with subsection (4), or if an inspection required under subsection (5) is refused, an offence is committed by-
       (a) the company, and
       (b) every officer of the company who is in default.
For this purpose a shadow director is treated as an officer of the company.
(7) A person guilty of an offence under this section is liable on summary conviction to a fine not exceeding level 5 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 5 on the standard scale.
(8) In the case of a refusal of inspection of the register, the court may by order compel an immediate inspection of it.

 

Sec163 Particulars of directors to be registered: individuals
(1) A company's register of directors must contain the following particulars in the case of an individual-
       (a) name and any former name;
       (b) a service address;
       (c) the country or state (or part of the United Kingdom) in which he is usually resident;
       (d) nationality;
       (e) business occupation (if any);
       (f) date of birth.

(2) For the purposes of this section "name" means a person's Christian name (or other forename) and surname, except that in the case of-
       (a) a peer, or
       (b) an individual usually known by a title, the title may be stated instead of his Christian name (or other forename) and surname or in addition to either or both of them.

(3) For the purposes of this section a "former name" means a name by which the individual was formerly known for business purposes.
Where a person is or was formerly known by more than one such name, each of them must be stated.

(4) It is not necessary for the register to contain particulars of a former name in the following cases-
       (a) in the case of a peer or an individual normally known by a British title, where the name is one by which the person was known previous to the adoption of or succession to the title;
       (b) in the case of any person, where the former name-
              (i) was changed or disused before the person attained the age of 16 years, or
              (ii) has been changed or disused for 20 years or more.

(5) A person's service address may be stated to be "The company's registered
office".

Sec164 Particulars of directors to be registered: corporate directors and firms
A company's register of directors must contain the following particulars in the case of a body corporate, or a firm that is a legal person under the law by which it is governed-
       (a) corporate or firm name;
       (b) registered or principal office;
       (c) in the case of an EEA company to which the First Company Law Directive (68/151/EEC) applies, particulars of-
              (i) the register in which the company file mentioned in Article 3 of that Directive is kept (including details of the relevant state),
              and
              (ii) the registration number in that register;
       (d) in any other case, particulars of-
              (i) the legal form of the company or firm and the law by which it is governed, and
              (ii) if applicable, the register in which it is entered (including details of the state) and its registration number in that register.

Sec165 Register of directors' residential addresses
(1) Every company must keep a register of directors' residential addresses.
(2) The register must state the usual residential address of each of the company's directors.
(3) If a director's usual residential address is the same as his service address (as stated in the company's register of directors), the register of directors' residential addresses need only contain an entry to that effect. This does not apply if the service address is stated to be "The company's registered office".
(4) If default is made in complying with this section, an offence is committed by-
       (a) the company, and
       (b) every officer of the company who is in default.
For this purpose a shadow director is treated as an officer of the company.
(5) A person guilty of an offence under this section is liable on summary conviction to a fine not exceeding level 5 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 5 on the standard scale.
(6) This section applies only to directors who are individuals, not where the director is a body corporate or a firm that is a legal person under the law by which it is governed.

Register of Secretaries

A company is required to keep a register of secretaries under sec275. Many private companies do not now have a company secretary.

PSC Register

The Small Business, Enterprise and Employment Act 2015 introduced a new register of people with significant control.

Non Statutory Registers

There are a number if other registers a compabny can keep but they are no compulsory and there is no obligation to keep them -  such as a register of allotments, register of transfers, register of sealings.
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