Compliance

What is Statutory Registers?

Statutory registers are legal records every UK company must maintain, including registers of members, directors, and persons with significant control.

Example

Your company must maintain: register of members, register of directors, register of secretaries, PSC register.

Key Dates

Must be kept up to date and available for inspection

How Statutory Registers Works in Practice

Every UK limited company is required by the Companies Act 2006 to maintain certain statutory registers. These are formal records containing prescribed information about the company, its officers, its shareholders, and persons with significant control. Failure to maintain these registers properly is a criminal offence that can result in fines for the company and its directors.

The mandatory registers for a private limited company include: the register of members (shareholders), showing their names, addresses, shareholdings, and dates of acquisition; the register of directors, showing each director's name, service address, date of birth, nationality, and other directorships; the register of directors' residential addresses (kept confidential from public inspection); the register of secretaries (if a secretary is appointed); and the PSC register (persons with significant control), showing individuals or entities with more than 25% of shares or voting rights.

Additionally, companies must keep a register of charges (mortgages and security interests), minute books recording the proceedings of general meetings and board meetings, and copies of all directors' service contracts and indemnities. The articles of association and certificate of incorporation must also be kept.

Since 2016, companies have had the option of keeping some statutory registers (members, directors, secretaries, and PSC) on the Companies House public register instead of maintaining them separately. This is known as 'electing to keep information on the central register'. If you make this election, you no longer need to maintain those registers yourself, but you must ensure the Companies House information is kept up to date. Most small companies find this simpler.

Step by Step

When a company is incorporated, it must establish its statutory registers from day one. The initial information filed at incorporation forms the starting point for the registers. As changes occur (new shareholders, director appointments, address changes), the registers must be updated promptly.

The register of members must be updated whenever shares are transferred, issued, or cancelled. It should show the current holding of each member as well as the history of acquisitions and disposals. Share transfers must be recorded within two months of the company being notified.

The register of directors must be updated within 14 days of any change to a director's details, or any appointment or resignation. Similarly, the PSC register must be updated within 14 days of the company becoming aware of a change. These changes must also be filed at Companies House within the same 14-day window.

The registers must be kept at the company's registered office (or a single alternative inspection location that has been notified to Companies House). Members of the public can request to inspect the register of members (subject to a 'proper purpose' test), and anyone can inspect the PSC register and register of directors' service addresses.

Practical Tips

Consider making the election to keep your registers on the Companies House central register - for most small companies, this is simpler than maintaining separate records and ensures the public register is always up to date
If you maintain your own registers, use company secretarial software or your accountant's platform rather than paper records to make updates and searches easier
Set a reminder to review all statutory registers when preparing your annual Confirmation Statement to ensure everything is consistent and up to date
If you are planning to sell your company or bring in investors, clean up your statutory registers beforehand - incomplete or inaccurate registers are a red flag during due diligence

Common Mistakes to Avoid

Not maintaining statutory registers at all, which is surprisingly common among single-director companies who assume Companies House records are sufficient without making the formal election
Failing to update registers within the required 14-day window after changes, which is a technical offence even if the change is eventually recorded
Not making the election to keep registers on the Companies House central register, which would eliminate the need to maintain separate physical or digital registers
Keeping registers at a location other than the registered office without notifying Companies House of the alternative inspection location

Frequently Asked Questions

Where must statutory registers be kept?

At the company's registered office address, unless you have notified Companies House of a single alternative inspection location (using form AD02). Alternatively, you can elect to keep the information on the central register at Companies House, eliminating the need to maintain them separately.

Can I keep my statutory registers digitally?

Yes. There is no requirement for paper registers. Digital records are perfectly acceptable as long as they can be produced in legible form if required for inspection. Most accounting and company management software includes statutory register functionality.

What happens if I do not maintain my statutory registers?

It is a criminal offence for the company and every officer in default. In practice, HMRC and Companies House rarely prosecute for this alone, but it can become an issue during due diligence for a sale, during disputes between shareholders, or if an inspector visits.

Who can inspect my company's statutory registers?

Members (shareholders) have a right to inspect the register of members on application, provided they have a proper purpose. The PSC register and register of directors must be available for inspection by anyone. The register of directors' residential addresses is not available for public inspection.

What is the central register election?

Since June 2016, companies can choose to keep their register of members, register of directors, register of secretaries, and PSC register on the Companies House central register instead of maintaining them privately. This means Companies House becomes the official record. Most small companies find this simpler.

Source: Companies Act 2006 Part 8 (Members), Part 10 (Directors), Part 21A (PSC Register); Companies House guidance on statutory registers

Related Terms

Company Secretary

A company secretary is an officer responsible for ensuring the company complies with legal and administrative requirements. Optional for private companies.

PSC Register

The PSC (Persons with Significant Control) register lists individuals who have significant control over a company - typically those with 25%+ shares or voting rights.

Confused by accounting jargon?

AccountsOS explains everything in plain English. Ask any question about your books and get a clear, jargon-free answer.

Try Free for 14 Days

View full glossary