Statutory registers and Companies House
Statutory registers. General (including location and inspection)
How many statutory registers are there and what are they called?
Compulsory for all companies:
Register of members
Register of directors
Register of directors' residential addresses
Register of secretaries (required by public companies and private companies having a secretary)
Register of charges
Compulsory for public companies:
Register of interests disclosed
Register of debenture holders
No company is required to keep a register of debenture holders, even if it has issued debentures. However, if it does so, there are legal requirements concerning content, inspection, etc. Companies may maintain other registers, either because it is a requirement of their articles or on a purely voluntary basis. A register of sealings is a commonly-encountered example. These are not statutory registers.
In what form may the statutory registers be kept and, in particular, may they be computerised?
The statutory registers are traditionally kept in paper form, either in bound volumes or in a loose-leaf system. Appropriate records may be obtained from a legal stationer. You could draw up your own but it would probably not be advisable. It is permitted for the registers to be kept in computerised or other non-legible form, so long as the system is capable of printing out written copies. If the company is large or there are many entries, this has obvious attractions. Company secretarial software is very good and may well be worth considering. Common-sense precautions should be taken, perhaps including such things as keeping the registers in a locked filing cabinet.
Must the company be supplied with information for the registers or is there an obligation to seek it out?
Some of the information is inherently available. For example, the information for the register of members comes within this category. Some of the information is not inherently available and personal details of the directors and company secretary are examples. There is a legal obligation that all required information that is not inherently available be supplied to the company, which of course does not mean that in practice it always happens.
The person responsible for keeping the registers, usually the company secretary if there is one, is not required to act as a detective in seeking out the information. Nevertheless in many companies the company secretary writes periodically to the directors (and perhaps to others) in order to remind them of their obligations. It is also good practice to ask the appropriate person if it is believed that a notifiable event may have occurred. Of course in practice it is safe to make some changes without having received notification in the proper form. A director moving house may come into this category. The company secretary may well know and might even have attended the house-warming party.
In some instances the register should definitely not be changed unless the company secretary has been informed by the right person in the right way, and he should not act on what he believes.
Are there any requirements concerning where the statutory registers must be kept?
The registers for which there is a right of inspection must be kept at the registered office or at a single location other than its registered office. This single location (if there is one) must be notified to Companies House and must be in the part of the United Kingdom in which the company is registered.
Do nearly all companies strictly follow the rules about the location of the statutory registers?
No they do not. Usually no-one knows and no-one cares, and the law in this matter is rarely enforced. Nevertheless, it is the law and the law should not be lightly disregarded.
If, as permitted, registers are not kept at the registered office, the necessary forms should be submitted to Companies House. If one or more of your registers are not kept at the proper place, you should at least be prepared to swiftly bring them to the proper place if required.
What are the rules about inspection of the registers?
A public company must make the registers available for inspection between 9 am and 5 pm on every working day.
A private company must make the registers available for inspection for at least two hours between 9 am and 5 pm on a working day. A person wishing to inspect the registers must give the company at least ten working days notice of the working day on which he wishes to do so. However, only two working days notice is required if the two days begin and end during the notice period of a general meeting or class meeting, or during the period for agreeing a written resolution.
In practice, it is probably best to ring the company and try to agree a mutually convenient time.
Are there measures in place to prevent improper use of the register of members?
Companies may require that any request to see the register of members or receive copies must:
include the name and address of the person seeking access;
say what the information will be used for;
state whether it will be shared with anyone else and if so, with whom and for what purpose.
If the company believes that the information is wanted for an improper purpose, it may refer the request to the court. There will normally be a hearing and the court will give a decision binding on all parties. The court may make any order on costs that it deems appropriate. The Act gives no guidance on what constitutes an improper purpose and this is left for the court to decide.
I think that the rules about access to the registers and provision of copies and extracts amount to a charter for nosey-parkers. Why cannot people get the information from Companies House?
Having a company is a privilege, and having a limited liability company is a very big privilege. In return, the law requires that each company makes certain information available to the public, at Companies House and by inspection of the registers. Therefore, the short answer is that it is a legal requirement. In practice the burden is not usually onerous. Most companies have probably never received a request for inspection of the registers.
It is true that most of the information in the registers is available at Companies House and can be inspected and copied there. However, not all of it is. A further factor is that the registers may be more up to date than the information at Companies House. For example, details of shareholders are only supplied to Companies House annually with the annual return.