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Every company is under a statutory duty under the Companies Act 2006 (‘the Act’) to keep and maintain statutory registers, however many companies do not comply with this statutory requirement.
If you require assistance with this, or any other company secretarial services such as the company’s annual filing requirements at Companies House, please do not hesitate to contact our Solicitor, Scott Richardson, within our Company Commercial team, on 01329 227907 or by email to scott.richardson@glanvilles.co.uk.
What are statutory registers?
A company should maintain certain records regarding the company, for example on their members and directors. These records form the company’s ‘statutory registers’ and should be kept and maintained at the company’s registered office, or such other place as is notified to Companies House. Statutory registers should provide a historical and up-to-date record of matters affecting the company, for example if there is a change of directors or members this should be recorded in the appropriate registers.
What registers are required under the Act?
Under the Act, companies are required to keep and maintain the following registers:
- register of members;
- register of directors;
- register of secretaries;
- register of charges; and
- register of persons with significant control (‘PSCs’).
Consequences of failing to keep statutory registers
If a company fails to keep and maintain its statutory registers, an offence is committed by the company and every officer in default under the Act.
It is a fineable offence to be in contravention of the statutory requirements outlined in the Act. Therefore a fine of up to £5,000 may be imposed on the company and its officers for a failure to comply with this statutory requirement.
For directors it is particularly important to ensure that the statutory registers are kept and maintained or they may be found to be acting in breach of their statutory director duties, potentially resulting in greater punishments.
Action to take if statutory registers are not in place
Having statutory registers which are correct and up-to-date is important when selling a company or business, as it provides the buyer with evidence of the company’s history.
If a company’s statutory registers have never been prepared, or are believed to be lost or destroyed, it is possible to reconstitute the registers retrospectively. This should be done as soon as possible after the realisation that the company does not have statutory registers.