Statutory Registers - Keeping up with your admin

Every company must keep registers of certain information including: 

  • Directors;
  • Secretaries;
  • Directors’ residential addresses;
  • Shareholders;
  • People with significant control over the company (known as the PSC Register).

These records are collectively called ‘statutory registers’. A company must keep its statutory registers at its registered office or another place notified to Companies House. The statutory registers must be kept up to date and most of the information in them must be publicly accessible. 

However, the current system involves a degree of duplication: not only do companies have to keep their own registers up to date but they also have to file much of the same information at Companies House. 

Private companies will have the option to keep the statutory registers listed above on the central register at Companies House without also having to maintain their own in-house registers of the same matters. A company will be able to choose to use the central register for all of these statutory registers or just one (or more) of them.  

The first step is for a company to notify Companies House (using a prescribed form) that it wishes to use the central register for one or more of its eligible statutory registers. In the case of the register of shareholders, prior consent is required from all the company’s shareholders. For the PSC Register, the company must give its PSCs at least 14 days’ notice of its intention to use the central register. If any PSC objects in that period, the company cannot use the central register for its PSC Register. 

Once an election is in force, a company won’t have to maintain its own version of the relevant register(s) but it will have to ensure that the register available via Companies House is kept up to date. The company must keep its historic registers but it doesn’t have to update them. If a company changes its mind, it can withdraw an election by notifying Companies House. 

This does reduce administration and could make things simpler for private companies.  The downside is that if a company does elect to use the central register then certain information not currently accessible via Companies House will become publicly available. For example, at the moment only the month and year of a director’s or PSC’s date of birth can be seen via Companies House. However, with the new rules, their day of birth will also become available which puts them at a higher risk of identity theft. 

In addition, with a central register shareholder addresses would become available via Companies House. For many companies, it may be that the advantages of a reduced administrative burden are not outweighed by the potential disadvantages of increased transparency that accompanies any election to use the central register and therefore the take-up of the option may be low.

Posted on 08/03/2016 by Ortolan

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