What are statutory registers (books)?
Incorporation Services Limited provides an expert service
for all your company formation and company law requirements, including all company
secretarial matters such as completing statutory registers. We supply registers
of various types, and have a service for bring registers up to date.
Every company is required to keep the following statutory registers, and to
provide access to them. They must be kept at the company's registered office
or (register of members and register of directors' interests only) at some other
place notified to Companies House. Most companies keep the statutory registers
in a single bound book or loose-leaf binder, but they may be kept in any form,
e.g. as a computer record: CA 1985, sec722.
Register of members
By CA 1985, sec352, every company must keep a register of its members (shareholders), showing the following particulars:
the names and addresses of the members;
the number and type 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.
The register must be kept at the company's registered office, or some other office notified to Companies House on form G353, and must be made available for inspection by any person who wishes to see it: CA 1985, sec353. The company may charge up to £2.50 per hour for inspecting the register, and up to £2.50 per 100 words for providing copies of entries: Companies (Inspection and Copying of Registers, Indices and Documents) Regulations 1991 (SI1991/1998).
If there are more than fifty members, the register must have an index or be in the form of an index: sec354.
By CA 1985, sec361 the register is prima facie evidence of the matters directed or authorised by the Companies Acts to be inserted in it. Consequently, entries should be made in the register only in accordance with proper allotment or transfer procedures. In particular, no transfer of shares should be recorded unless the transfer is effected by a "proper instrument of transfer" (stock transfer form) on which the appropriate stamp duty has been paid: CA 1985, sec183. The transfer should not normally be effected without production of the transferor's share certificate.
Register of directors and secretaries
By CA 1985, sec289 every company must keep at its registered office a register of its directors and secretaries. By sec289 the register must show the following details in respect of each director:
full name
any former name
usual residential address
nationality
business occupation (if any)
past and present directorships. This does not include dormant companies or companies in the same group as the company keeping the registers, nor companies incorporated outside Great Britain. It does, however, include companies of which the person has been a director during the last five years.
Date of birth. This is now required for all companies.
If the director is another company, it is sufficient to state that company's name and the address of its registered office.
For each company secretary the register must show:
full name
any former name
usual residential address
date of birth
The company must keep the register up to date, including such details as any change of a director's address, and any changes must be notified to Companies House within 14 days, using form 288a for new appointments, 288b for resignations, etc. and 288c for changes of details.
Register of directors' interests (now
repealed)
Under the old law (repealed as from April 2007), this was a register of the
interests each director has in the shares of the company. There is now no requirement
to keep this register.
The old law.
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).
Register of charges
CA 1985, sec407 requires every limited company to keep at its registered office a register of charges and enter in it all charges specifically affecting property of the company and all floating charges on the undertaking or any property of the company, giving in each case:
a short description of the property charged
the amount of the charge
the names of the persons entitled to the charge
The register is to be available for inspection by any person.
The company must also keep at its registered office a copy of every charge on its property. Charges are also required to be notified, within 21 days, to Companies House. See related topic: How is a debenture registered?
Other registers
By CA 1985, sec212 public companies are also required to keep a register of interests in shares for the purposes of CA 1985, sec198 - 202. This records information of substantial and other interests in companies. The details of these complex statutory requirements are presently beyond the scope of this database.
Other records
Minutes
By CA 1985, sec382, every company shall cause minutes of all proceedings of general meetings, all proceedings at meetings at its directors and, where there are managers, all proceedings of meetings of its managers to be entered in books kept for the purpose. If signed by the chairman of the meeting, or the chairman of the next meeting, they are evidence of the proceedings and prima facie evidence that the meeting and its proceedings are valid.
sec383 provides that any member of the company is entitled to inspect the minutes of any general meeting, and to be supplied within seven days with a copy of such minutes.
The general public has no right of access to the minute book, and only directors of the company may demand to see minutes of board meetings. For this reason companies may wish to keep the minute book or books separate from the statutory registers.
Related topics
|
