Company Statutory Registers: Understanding The Key Changes for your Company

The Economic Crime and Corporate Transparency Act 2023 (the “ECCTA”) became law in October 2023.  Amongst other things, the ECCTA makes significant changes to a company’s obligations to maintain statutory records.

It is important for directors to understand the new requirements, as failure to comply may result in criminal liability.

Keeping Records – Statutory Registers

It has been a long-standing requirement of company law for all companies in England and Wales (regardless of size) to maintain statutory registers.  Many companies have also continued to maintain registers which are administratively helpful, but are not required by law.

Currently, by law the following registers must be available for inspection at a company’s registered office (or, where elected, its Single Alternative Inspection Location – “SAIL”):

  • register of members (shareholders);
  • register of debenture holders;
  • register of directors and company secretary;
  • register of charges (for charges created before 06 April 2013); and
  • register of persons with significant control (“PSCs”).

Many companies will have kept a traditional set of statutory books, often in the form of a ‘combined register’.  Keeping statutory books correctly and up to date has always been an important obligation and is critical when shareholders come to sell shares.  An incomplete set of records can be costly to set right.  It may even be necessary to apply to Court for an order to reconstruct “mandatory” records if they have not been kept correctly.

The ECCTA – Changes to Statutory Registers

The ECCTA removes the requirement for a company to keep a register of directors and secretaries.  Further, the obligation on a company to disclose the names and residential addresses of its officers to anyone enquiring in person at the registered office or SAIL will cease.  This brings the keeping of the statutory registers at the company’s registered office or SAIL in line with the requirement to provide equivalent information on the Companies House register, where a service address (usually the company’s registered office address) can be given in place of the director’s residential address.

Further, the ECCTA removes the requirement for a company to keep a register of PSCs. The requirement for this PSC register was only introduced in 2016. However, it is possible to view the PSCs on the company’s file at Companies House, so the removal of this administrative burden is to be welcomed.

A company will still be required to keep registers of members and debenture holders, setting out the number of shares (or debentures) held, their addresses and other personal details. Further, there will now be additional obligations to keep historic information (such as old residential addresses) about a company’s members for up to 10 years.

Under the ECCTA it will no longer be possible to keep details of a company’s members on the central register maintained by Companies House. Any company that has previously elected to keep its register of members on the central register will need to start keeping its own register of members again.

Keeping Records – Additional Records

Even though it will no longer be a legal requirement to keep them, companies may consider it prudent to continue to maintain the registers of directors, secretaries and PSCs.  These additional registers can often be helpful sources of historic information relating to a company.

What your company must have at the momentWhat registers your company must keep under ECCTAWhat will no longer be necessary by would be nice to keep
Register of MembersRegister of Members
Register of Debenture HoldersRegister of Debenture Holders
Register of Directors and SecretariesRegister of Directors and Secretaries
Register of ChargesRegister of Charges
Register of Persons with Significant ControlRegister of Persons with Significant Control

When do these changes apply?

The changes introduced by the ECCTA are expected to be rolled out in March 2024, so companies have time to prepare.  The key thing is to ensure that the information at Companies House is up-to-date.

Until March 2024 the existing requirements to maintain statutory registers continues to apply.

How to Prepare

You should check your company’s existing statutory registers to ensure that they are up-to-date.  It would still be good practice to maintain registers of directors, secretaries and persons with significant control, though these will no longer be required.

If your company does not have any statutory registers at all, the directors could be fined. In these circumstances, it would be worth considering reconstructing the statutory registers.

The ECCTA – Other Changes

The ECCTA places an emphasis on ensuring that the information filed by a company at Companies House is correct and up-to-date.  Keeping physical records at a company’s registered office is no longer a necessity so long as the public record is maintained online.   It is therefore more important than ever that a company complies with its filing requirements (for example, the 14-day filing deadline to notify the appointment of a director or a change in PSC).

A summary of the obligations of shareholders to provide information, and the powers of directors to demand up-to-date information is further explained at: https://hklaw.uk/?post_type=hk_news&p=389388&preview=true

For further information on how to prepare for these changes, or to prepare the necessary statutory registers for your company, please contact a member of the Corporate & Commercial team at HK Law.

Author: Liam Voysey, Solicitor in the Corporate & Commercial team based in Dorchester.

This article is intended for guidance only and is not legal advice.

Let's talk

If you require further information or legal advice, please contact us

Personal

Find out how Humphries Kirk can assist you in many personal legal issues. Click the category you need more information on and get in touch.

We value your privacy
We use cookies to enhance your browsing experience, and analyze our traffic. By clicking “Accept”, you consent to our use of cookies. For more information please see our privacy policy.

Employment Law for you

Find out how Humphries Kirk can assist you in many personal legal issues. Click the category you need more information on and get in touch.