Company Records – A Quick Refresher

The number of new companies registered with Companies House rose significantly during 2020, as furlough and redundancies resulting from the coronavirus pandemic has forced many people to start their own new businesses.

As England enters its third national lockdown, now is as good a time as any to make sure that the company admin (which frequently gets forgotten or ignored) is dealt with and you are legal and good to go!

Company registers

Every company must, by law, hold and maintain certain registers which are referred to in many different ways, including “company books” or “statutory registers”. These can be kept in hard copy, electronically, or (in the case of the compulsory records) on the public record at Companies House. However, note that some of the statutory registers contain more information than is required to be filed with Companies House so, if the Companies House option is used, all information (some of which would otherwise be private) will be generally available to the public. 

It is a legal requirement for a company to keep the following registers (although the rules vary slightly for LLPs or UK establishments of overseas companies):

• Register of directors
• Register of directors’ residential addresses
• Register of secretaries (only if a secretary is appointed)
• Register of members (shareholders)
• Register of people with significant control (essentially, being any type of control of more than 25%)
• Register of charges created before 6 April 2013 (if any)

Some companies also keep additional registers, which helps to ‘complete the picture’, including registers of share allotments, transfers and certificates.

Minutes of meetings

The Companies Act 2006 also requires that minutes must be taken of all meetings of the board of directors of a company, and must be kept (electronically or in hard copy) for at least 10 years. Except on very rare occasions, board minutes are not filed at Companies House, nor is there any obligation to make them available to the company’s members (although they must be provided to the company’s auditor on request). There is no prescribed format for board minutes but there should be sufficient detail to show that the directors have complied with their duties and the minute-taker should bear in mind that the minutes could be called upon in court proceedings as evidence of the proceedings at any particular board meeting. In particular, if there is heated discussion, it is advisable to have a clear note of that discussion and any resolution to it.

How can Doyle Clayton help?

If you have any questions about any of the above, or if you need help putting together your company registers and board minutes, please contact our Head of Corporate, Liz Barton.