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Which Statutory Registers Must Be Kept - Coggle Diagram
Which Statutory Registers Must Be Kept
Directors
Name and former name (former names need not be disclosed if not used in business or not used in the previous 20 years)
Service address - an office address is recommended to mitigate against identity theft
Country of residency
Nationality
Business occupation
Date of birth
Date of appointment
Date of termination of appointment
Directors residential addresses
As a fraud prevention measure the publicly available directors register contains details of a directors service address
Must maintain a register of the usual residential address of each director and any changes in it
As a measure to assist companies to prevent personal identity theft, this register is not required to be available for inspection
Secretaries
Where the company has appointed a company secretary, their details must be entered
Date of appointment
Country of residency
Name and former name
Service address
Date of termination
Date of birth
Members
Will contain
Full name and address of each memebr
Date of becoming a member
Any acquisition or disposal of shares
Date of cessation of members
Companies may also need to keep additional information such as bank mandate details for payment of dividends, such additional information should not be kept in the register of members which is open for inspection by anyone but should be kept securely
Where a company trades overseas and has a substantial number of shareholders in that overseas country, consideration should be given to establishing a branch register in terms of CA2006 s.129
Where a branch register is established, notice of its location or any change in its location must be given to Companies House on Form AD06, a duplicate branch register must be kept at the same place as the main register and is treated as part of the main register for all purposes
Only individuals or legal entities should be registered as members
Names of English partnerships, trusts, share/investment clubs, or settlements must not be registered as the holders of shares as they have no legal capacity and accordingly valid instructions cannot be given
If documentation is received to register shares in the name of a trust or partnership, it should be rejected and in such circumstances the shares should be registered in the names of two or more of the partners or trustees
May be kept in manual form, either as bound or loose leaf books or may be kept on computer, whether on a simple spreadsheet or database or using specialised share registration systems
Must be kept either in the RO or at the SAIL address
Where a register of members is held electronically it must be capable of being viewed on screen and as a hard copy print out in order to satisfy the obligation to permit inspection of the register of members and also provide copies of the register upon request
An entry relating to a former member of the company may be removed from the register ten years after the date on which they ceased to be a member
CREST
Electronic settlement system used by UK regulated markets, which enables digital settlement of securities, including delivery of the shares being traded
Operated by Euroclear UK & Ireland Ltd
Where a company's shares have been admitted to CREST, the register of members is split in two, with CREST being responsible for an uncertificated, dematerialised, electronic sub register, enabling electronic transfer of title on settlement and the company or its share registrar being responsible for the certificated register
An individual member may have two accounts: one certificated and the other uncertificated
Movements between the uncertificated accounts and from uncertificated to certificated accounts are authorised by electronic messaged. A movement from a certificated account to an uncertificated account is a paper based transaction
Charges
The mortgage register is maintained on the central register kept at Companies House and there is no requirement for companies to keep their own register of charges except where there were any pre-existing charges
Details of charges created must still be registered at Companies House and also when the charges are released
Copies of charges and instruments creating a charge must be made available for inspection at either the company's registered office or its SAIL address
Debentures
Even in circumstances where a company has issued debentures there is no obligation to maintain a register but this is convinient
Where a register is kept it must comply with the CA2006 requirements
These requirements broadly mirror the rights to request a copy of the members register and the obligation of the company to ensure that the request is made for a proper purpose
PSCs
The majority of companies are now required to maintain a register of PSCs
This is intended to be a register of the natural persons who ultimately control the company rather than the register of members which only records the identity of the registered members rather than beneficial ownership
Details of a PSC must be filed at Companies House along with the relevant statutory statement
A PSC is a person who
Holds directly or indirectly more than 25% of the shares
Holds, directors or indirectly more than 25% of the voting rights
Holds the right, directly or indirectly to appoint or remove a majority of directors
Has the right to exercise or actually exercises significant influence or control over the company
Has the right to exercise or actually exercises significant influence or control over the activities of a trust or firm which is not a legal person, the trustees or members of which would satisfy the other conditions
Where a company has a corporate shareholder it is necessary to move up the chain of ownership until the ultimate owner is identified. The identify of all individuals execeriing control over 25% or more of the ownership or voting rights of the company or the right to appoint directors must be disclosed
Other than a company that is exempt all companies must have a PSC register and it can never be blank so that in circumstances where there is no PSC, that fact must be recorded
Where the company has identified a potential PSC or is seeking clarity on the PSC for a group entity then those details must be recorded
There is a comprehensive schedule detailing the permitted statements that may be made depending on the stage of the enquiries into establishing the identity of the PSC
It is details of individual ownership that must be recorded in the PSC Register there are two other types of entity that are permitted, accordingly there are three types of ownership structure whose details must be entered into a company's PSC register
The information to be registered about each category of ownership is as follows
For an individual person
The date the individual become a registrable person
Full name, country/state of residence
Nationality
Service address
Usual residential address
Date of birth
The nature of their control over the company
For a relevant legal entity
The date they become a registrable RLE
Corporate name
Address
Legal form of the corporate body
Governing law
Place of registration
Reg number
The nature of their control over the company
For another registerable person (I.e corporation, sole trader etc)
Date on which they became a registerable person in relation to the company in question
Name
Principal office
The legal form of the person
The law by which they are governed
The nature of their control over the company
Listed companies but not their subsidiaries are exempt from the requirement to keep a PSC register as they and their shareholders are already under an obligation to disclose interests in shares in excess of 3% under DTR 5
Interests in voting shares of a public company
All public companies have authority under the Act which is often supplemented and expanded upon in the Articles of traded companies to require members to disclose information on the beneficial ownership of the shares and whether they or the beneficial owner are a member of a concert party in respect of the shares
Where a company makes any such enquiries they must keep a register containing the date of the request and any information dislcosed in any reply. This register must be kept pursuant to CA2006 s.808 and as a result is commonly referred to the section 808 register
Must be kept at either the RO or the SAIL address
Format of registers
There is no prescribed format in the Act and the statutory registers may be kept in hard copy or soft copy
Where hard copy is used this can be in the form of pre-printed statutory books with manual entries or registers created using a word processing or other software application and then printed out as required
Companies can commission they own bespoke applications or utilise a word processing or spreadsheet application to matin the registers
The commercial applications tend to be favoured by groups as changes of address for one director can be easily replicated across all group companies and the necessary statutory forms generated or filed directly from the application
Whatever form the statutory records take they must be secure, confidential and any non-prescribed information must comply with date protection requirements.
The statutory registers if not kept in hard copy must be capable of being made available for inspection and for copies to be taken