Companies Act 2006 - Statutory Instruments
Statutory registers and other records SIs
The main statutory provisions are in different Parts of the Companies Act 2006, e.g. the register of members is covered by sec113 to sec121 in Part 8, Chapter 2, the register of directors in sec162 to sec167 in Part 10, Chapter 1, the register of secretaries in sec275 and Part 25 (sec875 to sec877) contains regulations on company charges.
This page contains the Statutory Instruments relating to those areas.
The Companies (Company Records) Regulations
This SI deals with inspection locations for company records and the obligations of a company to keep available for inspection certain company records or provide copies of its company records.
Companies are required to make key records available for inspection by certain groups of people e.g. company members, creditors, debenture-holders or the general public, depending on the type of record.
These records are of two types:
1. key records which must be kept for long periods or indefinitely (e.g. register of members, register of directors, register of secretaries, directors' service contracts, register of charges and instruments creating charges); and
2. ephemeral records relating to a future decision by the company, e.g. a memorandum setting out a proposed long-term service contract for a director which must be made available for inspection by members not only at the meeting at which the resolution approving the provision is to be considered but also for at least 15 days beforehand at the registered office.
These Regulations relate to the places where the key records must be made available for inspection. They also provide the rules governing the inspection of all records to which there is a statutory right of inspection. Some of the key records must be filed at Companies House. In any event, the only way to be certain that the record being inspected is up-to-date is to visit the place where it is kept.
The 2006 Act retains the statutory right to inspect all these records except for the register of directors' interests (which has been abolished). It also introduces a statutory right to inspect copies of documents relating to the redemption or purchase of own shares out of capital by private companies. In all cases where the Act does not require the inspection to be allowed free of charge, the prescribed fee is £3.50 for each hour or part thereof.
The 2006 Act allows alternative locations to the registered office as the place where company records may be kept available for inspection. The SI provides that a company may have a single alternative to its registered office as the place where it makes available for inspection any record that it is required to do so. This place, referred to as the company's SAIL, must be in the same jurisdiction as the company's registered office. The company must notify the Registrar of Companies of its SAIL, if any, and which records are kept there. The Companies (Trading Disclosures) Regulations 2008 (SI 2008/495) also require a company to disclose the address of any inspection place and the type of records kept there to any person who deals with it in the course of business who makes a written request for the information.
The Companies (Fees for Inspection of Company
Records) Regulations 2008/3007
This instrument prescribes the fees payable by a person who wishes to exercise a right under the Companies Act 2006 ("the Act") to inspect certain records.