Duty to Maintain Statutory Registers

Under the Companies Act 2006, companies are legally required to maintain specific statutory registers. These registers serve as essential records of the company’s structure, ownership and governance.  Unfortunately, these are often forgotten, rarely maintained and only become an issue when shareholders are looking to sell their company and the buyer is asking for their up-to-date statutory registers and expecting these to be accurate.

Key obligations and implications

The following registers must be maintained:

•  Register of members (ie. the shareholders and preferably with correct and updated details of their shareholdings)
•  Register of directors
•  Register of directors’ residential addresses
•  Register of secretaries
•  Register of people with significant control (PSC)

Location and Format

Statutory registers must be kept at the company’s registered office or a single alternative inspection location (SAIL). They can be maintained in either electronic or paper format, provided they meet statutory requirements.

Consequences of Non-Compliance

Failure to maintain statutory registers can lead to fines, including daily default fines for ongoing breaches, criminal proceedings or civil penalties and restrictions on statutory filings.

Updating Registers

Registers must be updated to reflect changes, such as the appointment or retirement of directors or changes in ownership. Failure to update can result in further legal consequences.

Takeaway

Maintaining and updating statutory registers is a fundamental legal obligation. Companies must ensure compliance to avoid penalties and ensure accurate records of governance and ownership.  Not preparing or maintaining statutory registers is also a common cause of delays and additional costs when shareholders are looking to sell a company.

If you need assistance with preparing, updating or maintaining your statutory registers, contact the Corporate team on 0161 926 9969 or corporate@mlplaw.co.uk