What is the register of directors' interests?
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This is one of the company's statutory registers (see related topic: What
are a company's statutory registers?) which must be kept available for inspection
at the company's registered office or some other office notified to Companies
House. It is a register of the interests each director has in the shares or
debentures of the company (and related companies). It is not a register of outside
interests.
By section 324 of the Companies Act 1985 every director is required to notify the company, in writing, of any interest he or she acquires (or any change in the interest) in the shares or debentures of the company, or its subsidiary or holding company, or a subsidiary of its holding company.
Within three working days of being notified of the interest the company must enter the information in its register of directors' interests: section 325. Unless there is an index, the directors' names should appear in alphabetical order, and the entries against each name should be in chronological order. Without any notification from the director, the company must enter on the register the details of any right granted to a director to subscribe for shares or debentures, including the date the right was given, the consideration for the grant (or a statement that there was none), the period within which the right is exercisable, and details of the shares or debentures affected. If the director exercises the right, the details of the exercise must also be entered in the register.
The legal requirement is that the register must contain details of all directors' "interests", a term which, by detailed rules in Schedule 13 of the Act, is defined as being far wider than outright ownership. It includes where the shares, etc. are held under a trust in which the director has an interest, or if any company which s/he controls (or has one-third or more of the voting shares) has an "interest" in them, or if s/he has a contractual right to the shares, etc. or is entitled to exercise any rights on them (e.g. voting rights). Each of persons having a joint interest is deemed to have the full interest. By section 328 the director is also deemed to have such interest as his or her spouse or infant child (unless the spouse is also a director of the company).
In the simple case of a director holding shares in the company in his or her own name, all that needs to be entered on the register is a statement such as: "registered as holder of 100 £1 shares in the company" (but note that any shares held by the director's spouse must also be shown as shares in which the director is interested, unless the spouse is also a director).
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