Statutory Books and Registers

Statutory books (also called statutory registers) are the official records that every UK company is required to maintain under the Companies Act 2006. These records document the company’s ownership, officers, decisions and constitution. They must be kept up to date and available for inspection.

Required Registers

Every UK company must maintain the following registers:

Register of Members (s.113)

The register of members is the definitive record of share ownership in the company. It determines who is entitled to receive dividends and vote at general meetings.

Register of Directors (s.162)

Register of Directors’ Residential Addresses (s.165)

A separate register containing the usual residential addresses of all directors. This register is not open to public inspection — only the director’s service address is publicly available.

Register of Secretaries (s.275)

PSC Register (s.790M)

Register of Charges (s.876)

Minutes and Resolutions

In addition to registers, the company must keep:

Minutes of Board Meetings

• Records of all board meetings including discussions, decisions and votes
• Must be kept for at least 10 years from the date of the meeting
• Should be signed by the chair of the meeting (or the chair of the next meeting)

Minutes of General Meetings

• Records of all shareholder meetings (general meetings and AGMs)
• Must be kept for at least 10 years
• Must be available for inspection by members

Written Resolutions

• Private companies can pass resolutions in writing without holding a meeting
• Written resolutions must be kept with the minutes for at least 10 years
• A copy of every special resolution must be filed with Companies House within 15 days

Where Statutory Books Must Be Kept

Statutory books must be kept at one of the following locations:

The SAIL must be in the same part of the UK as the registered office (England and Wales, Scotland or Northern Ireland).

Keeping Records at Companies House

Since 2016, private companies can elect to keep certain registers on the central register at Companies House instead of maintaining them internally. This is available for:

Advantages of Using the Central Register

• No need to maintain paper or electronic registers internally
• Changes are updated directly on the Companies House record
• Reduces the administrative burden for small companies

Disadvantages

• Every change must be notified to Companies House immediately (rather than updating an internal register)
• The company loses the flexibility to manage its own records
• Some information that would otherwise be private (e.g. full dates of birth in the members’ register) becomes part of the Companies House record

Inspection Rights

Statutory books must be available for inspection by various parties:

For the register of members, the person requesting inspection must state their name, address and purpose. The company can refuse if the purpose is not proper (e.g. if the request is for marketing purposes).

Penalties for Non-Compliance

Statutory Books and Accounting

Statutory books are distinct from accounting records but closely related:

Both sets of records are the responsibility of the directors and must be maintained for the duration of the company’s existence.

The company secretary (if appointed) typically manages the statutory books, while the accountant manages the accounting records. In small companies without a secretary, both responsibilities often fall to the directors.