Item: Statutory Registers under Companies Act 2006
Author: Muhammed Fasil K

Statutory Registers under Companies Act 2006

Under the Companies Act 2006, every company must keep a number of separate registers, as follows:

(i) Register of Members

The register of a company’s members should contain the name and address of each member, the date on which they were first registered as a member and the date on which a person ceased to be a member (section 113 CA 2006). Where the company has a share capital, the register must also state how many shares each member holds, identifying the share number(s) and class of shares held, in both cases where that would be appropriate.

Under section 114, the register must be kept available for inspection by any person either at its registered office or at some other place (details of which must be given to the Registrar). Under section 115, where the company has more than 50 members, it must keep a separate index of the members to enable details of a particular member to be readily found, and this index must be kept in the same location as the main register.

Any person may apply to inspect the register or request a copy of it or part of it on submitting the identification details prescribed by section 116. Where a valid request is received, the company has five days to either comply with the request or to apply to the court on the ground that the request is not being made for a proper purpose. When access is provided, the company must make clear to the inspecting person when the register was most recently amended.

Where a company is formed with only one member, or becomes a one-member company at some point after being formed, it must include a statement in its register of members that it has only one member. Where an existing company becomes a single-member company, the register must give the date on which that event happened. Where a single-member company acquires an additional member or members, the register must state that the company has ceased to have only one member and, again, give the date on which that occurred (section 123 CA 2006).

(ii) Registers of Directors

Under the 2006 Act, companies must keep two separate registers on its directors. The main register of directors must, like the register of members, be kept either at the company’s registered office or at some other place, notice of which is given to the Registrar (section 162 CA 2006). It must be made available for inspection by any member of the company free of charge and by any other person for a fee. The register must include prescribed particulars on each director. Where the director is an individual, these will be:

• his or her name and any former name

• a service address (which may be stated as ‘the company’s registered office’)

• the country, state or part of the UK where he or she is usually resident

• nationality

• business occupation, if any and

• date of birth.

The required details for corporate directors are:

• the corporate or firm name

• the address of its registered or principal office

• (in the case of companies registered in other EU states) details of the national register in which its details can be found and the company’s registration number

• in other cases, the legal form of the company or firm, the law by which it is governed and (if applicable) details of its entry in any register. 8.9 Details of any changes to the details in the register must be notified to the Registrar within 14 days.

With respect to individual directors, they may still, if they wish, list their home address on the register as their ‘service address’. But this is no longer mandatory – the service address can be the company’s own registered address or any other address they wish to provide. The wider significance of this is that the given address will be the one which is filed with the Registrar and placed on the public record. Prior to the coming into force of the Companies Act 2006, only directors who claimed to have a valid fear of intimidation could opt to keep their residential address off the public record – this exemption is now, under the 2006 Act, extended to all directors of all companies, whatever their circumstances.

But to ensure that individual directors can be traced where necessary, companies now have a separate duty to retain information on individual directors’ home addresses: this information must be kept in a second, separate register of directors’ residential addresses required under section 165 CA 2006. This register will be confidential to the company and the details will not be publicly accessible. Unless it is done with the consent of the director concerned, the company may not disclose details of the director’s home address except in the following circumstances:

(a) to communicate with the director concerned

(b) to comply with any other requirement of the Companies Acts which might require disclosure of the information

With regard to (b) above, the information kept on the second register will still need to be made available to Companies House. But in parallel with the situation with companies themselves, the information concerned will be kept on a second, confidential register which will not be publicly accessible. The Registrar will be subject to an obligation not to disclose home addresses but will be entitled, if he or she wishes, to use them for communicating directly with directors. The Registrar also has the power, under section 245 CA 2006, to place the director’s residential address on the public record if it appears that communications sent to his or her service address have not been effective in terms of bringing matters to the director’s attention or of generating a desired response. Before the Registrar does this, however, notice will be sent both to the director (using his or her home address) and to every company of which the person concerned is registered as a director. Consequently, the companies concerned must make the same change of address in their register of directors and state, in their register of directors’ residential addresses, that the director’s residential address is the same as his or her service address.

With regard to (c) above, the provision for a court order to be made to enforce disclosure of a director’s address by a company or the Registrar is intended for use only in exceptional circumstances – eligibility to apply for a disclosure order is restricted to a liquidator, creditor or member of the company or some other who appears to the court to have ‘a sufficient interest’ in the disclosure. Even where a person is eligible to apply for an order, the court may only accede where it is necessary or expedient for the disclosure to be made in connection with the enforcement of an order or decree made by it, and if it is otherwise satisfied that it would be appropriate to make the order.

(iii) Register of Secretaries

A company is required to keep a register of its secretaries (section 275 CA 2006). This must be kept at its registered office or at some other place of which notice has been given to the Registrar. It must also be made available for inspection by its members or by any other person. The register must contain the information required by section 277 in the case of an individual and section 278 in the case of a corporate body. Any new appointment as secretary, or any changes to the details kept in the register, must be notified to Companies House within 14 days.

(iv) Register of Charges

Every company must keep a register of any fixed or floating charges given over the company’s property and record in it a description of any property charged, the amount of the charge and, except in the case of securities to bearer, the names of the person(s) entitled to the charge (section 876 CA 2006). The register must be made available for inspection by any person and its location notified to the Registrar.

(v) Register of Debenture Holders

It is not compulsory for a company to keep a register of debenture holders. Where one is kept, similar rules to those relating to the register of members apply to the inspection of the register of debenture holders and to the notification of its location to the Registrar.

(vi) Register of information acquired following investigations

In the case of public companies only, a company must keep a register of information received by it following the issue by it of a notice requiring information about interests in its shares (section 808 CA 2006). Again, this register must be made available for inspection by any person and the Registrar must be notified of its location.

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