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Statutory records of a company (Register of transfers (Transfers number,…
Statutory records of a company
Company registers
Should be in a form that allows them to be examined easily, so all entries in the registers should be legible. CA2006 provides that they may be maintained in electronic form
Most offshore jurisdictional company law will in conjunction with its Company Registry require that the directors of the company maintain registers on behalf of the CSP for the companies that they administer
The registers that are usually held by CSPs include registers of, directors, directors interest, secretaries, shareholders, transfers and charges
Usually required to be held at the registered office of the company although in some jurisdictions the company may be permitted to hold these elsewhere providing the Register is informed of the location of the registers
CSPs should ensure that the details of the register are accurate and up to date and that these details are also provided to the Registrar or registered agent as appropriate when there are any changes in timely manner
The register of directors
Provides a written record of the past and current directors of the company since the incorporation of the company
Each company should keep a resister of directors which should contain the following particulars for each and every directors
In the case of an individual
Full name and any former names
Service address, which may be the same as the company's registered office address
Nationality
Usual country of residence
Occupation
Date of birth
Date of appointment
Date of acceptance or resignation
Every company must keep a register of directors residential addresses. The registered must state the usual residential address of each of the company's directors. If a directors usual residential address is the same as his service address, the register of directors' residential address need only contain an entry to that effect
In the case of a corporate body
Name
Registered or principal office
Law by which it is governed
Registration number
Register of directors interests
A separate register may be maintained to detail director's interests including other directorships, although this is not generally a requirement in all offshore jurisdictions
Register of secretaries
Evidences details of past ad current secretaries of the company since its incorporation
Every company which opts to or is required to have a secretary, should keep a register of secretaries
In the case of an individual
Full name and any previous all names
Usual residential address
Date of appointment
Date of resignation
In the case of a corporate body
Full corporate name
Registered office address
Date of appointment
Date of resignation
Register of members
Should contain the following particulars relating to each person that is or has been a member
Full names and previous names of the registered holder
Usual residential address
Date the holders were entered onto the register
Date the shares were allotted
Date the shares were issued
Certificate number issued
Number of shares attributed (allotted and issued)
Currency and par value of the sahres
Class of shares held
Amount paid up on the shares held
Amount of calls outstanding
Date on which he or she ceased to be the holder of any shares
The company secretary will then be able to update the members register and register of transfers and issue the new share certificate usually under the seal of the company
Register of transfers
Transfers number
Date of registration
Full name of transferee
Number of shares acquired
Price or consideration
Number of share certificate
Full name of transferor
Number of shares still held
Number of new share certificate
Transfer of ownership :
To transfer shares, the existing member will be required to complete a share transfer form and to return their certificate to the company secretary to be cancelled
The transfer of shares in a company may require an ordinary resolution at a directors' meeting
This resolution is in several parts, the first is the acceptance of the share transfer, then the transfer of the shares to the new member, the cancellation of the old certificate and the issue of the new share certificate
It is best practice to place on record in the resolution the full names of the old and the new members
Register of charges
Where a company takes out a secured loan or mortgage facility with a bank, a register of charges may be held in order to identify the assets that are offered as security against the loan
The interest of the secured lender is also registered at the company's local Registrar of Companies
The advantage for the bank is to secure a level of priority in case of default, when compared to other creditors, assuming that the bank's name is the first name registered and holds a legal interest in those asset
Not all offshore jurisdictions have the necessary legislation in place to a accept the registration of a charge over a company's assets when that asset is situated in another jurisdiction. A lending bank is unable to register a loan or mortgage against a Guernsey company if the asset is a property in the UK. The lending bank will be able to file a foreign company charge with Companies House in the UK against the actual UK property
If a company arranges a loan or mortgage facility it is good practice to complete or update the register of portages and charges that will usually consist of
Entry number
Date of charge
Description of instrument creating the charge
Amount of charge
Rate of interest being charged
Full details of the property or asset being charged
Date and discharge of charge
Any remarks