Limited companies are legally required to keep and maintain a number of statutory registers and accounting records.
It is the responsibility of the director(s) (or company secretary, if one is appointed) to make sure these registers and records are accurate, up-to-date and made available for public inspection at the company’s registered office address or Single Alternate Inspection Location (SAIL address). We’ll explain more about SAIL addresses a bit further below.
What are a director’s responsibilities?
There are a number of them, some carrying more burdens than others. Take a look at our guide to directors’ duties and liabilities for more details.
Who is the company secretary and what do they do?
You do not have to appoint a company secretary when you are starting out. If you do, then the company secretary takes on certain legal and administrative duties supporting the running of your business. Quite often, the company secretary is a director of the company as well. For more information on company secretaries and their duties and liabilities, take a look at our guide to company secretaries' duties.
Which registers should you be keeping?
Where applicable, you should keep the following statutory registers for your company - there are quite a few. We’ve listed 13 below, but keeping them is relatively easy:
1. Register of the allotment of shares (record of the creation of any shares, including their types and volumes)
2. Register of transfers of shares
3. Register of members (these are the shareholders or guarantors)
4. Register of directors
5. Register of directors’ usual residential addresses
6. Register of secretaries. (if applicable, the company secretaries, past and present)
7. Register of People with Significant Control (PSC)
Who are People with Significant Control (PSCs)? These are individuals or registrable legal entities (RLEs) that are in a real position of influence when it comes to the running of your company. They can, for example, absolutely direct the activities of the business and veto any directions proposed by others with which they do not agree, remove or appoint key personnel, make decisions on profit-sharing, bonus and incentive schemes or recommend to and influence others in charge who almost always follow these recommendations or directions. To be listed on the PSC Register, they must meet at least one of several legally prescribed conditions. You can find out more about them in our guide to holding a register of people with significant control (PSCs) (coming soon).
8. Directors’ service contracts (if applicable.) (If any company directors are also employees of the company, they should also have a service contract. A full copy of this contract must be available for inspection at the company’s registered office, so it makes sense to keep these contracts with the company registers for ease of reference. Service contracts that are intended to last for longer than two years will require the approval of the shareholders before they can be entered.)
9. Register of charges and instruments creating charges (i.e. mortgages, secured loans, if applicable).
10. Record of debenture holders (if applicable)
What are debentures? A debenture (also called ‘a floating charge’) is similar to a charge or mortgage and is generally secured against a company’s assets. It’s not that common for small businesses to have these, but you may have them in place if a director has loaned money to the company. Their benefits are that they have to be repaid in full, out of company assets in any insolvency situation, before VAT, PAYE and trade creditors receive a penny.)
11. Copies of minutes of board meetings and shareholders’ meetings.
12. Copies of decisions and resolutions from board meetings and shareholder meetings.
13. Record of indemnities given by directors (i.e. any security given against liability claims or legal costs, if any/applicable).
Where should you keep these registers?
Unless otherwise notified, Companies House will assume your statutory records are held at your registered office address and will expect you to make them available there. If it’s not convenient to make certain records available for inspection at your registered office, you may keep some or all of them at an alternative address, technically called a Single Alternate Inspection Location (SAIL).
Using an alternative address may be beneficial to you if, for example, you operate your business from home and have your home address as your registered office but don’t want people visiting you there to see the statutory books.
Popular alternative addresses are often the office of your accountants or solicitors, or another address that is accessible to anyone wanting to view records that will be securely held for you and made available to those requesting sight of them. This would prevent the inspection requests disrupting your work. Many alternative providers charge a fee for the service, which could potentially apply per visit.
A SAIL address has to be in the same country as your registered office. You can only have one SAIL at any given time.
It’s not a common choice, but companies can also choose to keep all or any of their registers on the public register at Companies House. This choice, available to private limited companies only, is an alternative to the obligation to keep those statutory registers at a registered office or a single alternative inspection address.
You can decide to keep information on the public register either during the initial incorporation process for your business, or afterwards, once it is in existence.
The public register is open for anyone to inspect and to take copies of information. This means that all of the details from your company’s registers, including dates of birth and addresses etc. of key individuals involved with the business, will be available publicly.
If you decide to use the public register after incorporation:
(i) You'll need to have the permission of your shareholders (everyone on your register of members) and everyone listed on your People with Significant Control (PSC) register.
(ii) You must continue to keep the historic register that you were previously keeping.
Provided you continue to keep and update the public register, there’s no need to update the historic register as well to reflect any new changes. But you must keep that historic register available for inspection on request. The only thing that you must record within the historic register is the company’s decision to keep its registers and records on the public register and noting that all current information, including details of PSCs can now be found there. (It is in fact an offence not to include this note in the historic register!)
What do you need to tell Companies House if you’re keeping records elsewhere?
You must notify Companies House if you keep any statutory records at a SAIL address, and you must confirm which records are held there. This is done by submitting Forms AD02 (notification of single alternative inspection location) and AD03 to Companies House within 14 days of the change of location.
These forms can be filed online, or posted to Companies House.
You must also notify Companies House if you subsequently move any records, and you will be expected to confirm their location whenever you file an annual confirmation statement (previously called an annual return).
What are the hours of public inspection?
Requests to inspect statutory registers are uncommon. However, companies are legally required to make their statutory records available for public inspection at their registered office or alternative, SAIL address every working day between the hours of 9am-3pm.
Advance notice of the date and time of inspection must be provided by the requesting party to the company.
The required notice period is generally 10 working days. Exceptionally, a minimum of 2 days’ notice is required if the requested inspection date coincides with the notice period of a general meeting of the shareholders, or a written members’ resolution.
How to keep your statutory registers
Format and storage
The majority of limited companies will keep all of their statutory registers together in a bound or loose-leaf folder or book.
You can order one online to help you get started, but it needn’t take any particular format.
Keeping all your statutory registers together ensures that all important company documents are filed in one place and they are easily accessible for inspection purposes – as well as whenever you need to check the information.
If you prefer, you can keep digital copies instead of, or in addition to, your paper registers. Increasingly, companies do this instead of holding paper copies. Again, there is no particular magic to how and where you store these documents, provided they are well-formatted and can be made accessible for inspection on request.
Limited companies and limited liability partnerships (LLPs) are legally required to retain records of their company accounts for a certain period of time.
These records relate primarily to your company’s profitability, which you must report to HMRC in your annual tax return. To do this accurately, you’ve got to know exactly how much money is coming in and how much is going out. The best way to track the movement of these funds will be through invoices and tallying those with your company’s bank statements.
UK company law requires private limited companies to keep accounting records for 3 years from the end of the relevant accounting period.
In reality, however, you’ll need to keep these accounts for 6 years, because UK tax law requires private companies to retain any records that are used for the purpose of completing tax returns for 6 years from the end of the accounting period to which the records relate.
If you’re using one, your accountant may well be retaining copies of these records for you, but it’s definitely worth confirming that.
Limited liability partnerships (LLPs)
Unsurprisingly, a similar situation applies in relation to LLPs. UK company law requires LLPs to keep all financial and accounting records (for the business as a whole and the individual LLP members) for a minimum of 3 years.
However, the tax rules require certain records to be kept for 6 years. So again, you should keep all accounting and business records for at least 6 years from the date they are produced.
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