Company Statutory Registers and their Particular Importance in Share Acquisitions

By Nicola Lindop

Principal Associate

If you own and manage a company in the UK, you need to know where and how your company’s statutory registers are kept. Failure to properly maintain these registers amounts to a criminal offence by the company officers and the company itself!

Whereas companies used to keep physical books in the office, today statutory registers are more commonly maintained in digital form by businesses – that is, if they were ever created in the first-place following incorporation.

By law, a company in the UK must maintain the following statutory registers:

  • Register of members;
  • Register of directors and secretaries;
  • Register of persons with significant control (PSC register);
  • Register of charges and debentures (for charges created before 6 April 2013).

The register of members is particularly important to transactions involving the company’s shares. Even though a share certificate would provide prima facie evidence of who owns the title to those shares, the register of members is the definitive statement of who the members (i.e. the owners) of the company are and what shares they hold.

If the required registers have not been kept up to date (or indeed have not been created), they will need to be updated or reconstituted prior to certain corporate transactions completing. In some cases, this may involve making an application to the court for rectification of the register pursuant to company law, causing considerable delays in the transaction and likely incurring additional costs.

Shareholders also have a right to inspect the company’s statutory registers. Private companies are required to make their company records available to shareholders for inspection and copying upon request. It is imperative that the information contained therein for inspection is accurate and up to date.

Good practice for companies in this regard starts with verifying where your company statutory registers are kept and updating the registers every time there is a change that should be recorded, such as a change in ownership or appointment of a new director. Any changes made to the company’s statutory registers will also have to be reflected in your filings at Companies House.

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