Should you opt in to central register for your statutory books?

Every UK company is required to keep various registers – its statutory books – at its registered office or its SAIL (Single Alternative Inspection Location). The Register of Members is, in fact, prima facie evidence of who holds a company’s shares, making it the central item of evidence as to share ownership.

Many companies fail to keep their statutory books up to date, instead just notifying Companies House of changes to details, and filing Annual Returns (now replaced by the Confirmation Statement).

With effect from 30 June 2016, companies have been able to elect to keep the information which is supposed to be recorded in their statutory books (see bullet points below) on a public register at Companies House instead.

In order to keep the Register of Members on the public register, all of the company’s shareholders must assent. In respect of the Registers of Directors, Directors’ Residential Addresses and Secretaries, the decision simply needs to be made by the company (i.e. its Board of Directors). The Register of Directors’ Residential Addresses will not be available for public inspection. In respect of the Register of Persons with Significant Control, the election cannot be made until 14 days after every Person of Significant Control and Registrable Relevant Legal Entity has been notified of the intention, with none having objected.

Having opted in, companies will be under an obligation to notify Companies House of changes as soon as reasonably practicable. Companies will also be required to preserve their historic (i.e. pre-election) Registers of Members. Companies can opt out again after they have opted in.

Whilst there are obvious administrative advantages to keeping a company’s registers in a central location – and the increased ease with which third parties can investigate a company has both advantages and disadvantages for it – there are a number of definite disadvantages:

  • because they will be relying on Companies House to register changes, companies will lose some control as to when registers are updated, which may be significant during company sales;
  • opting in will be impractical for companies which have a high turnover of shareholders; and
  • if the Register of Persons with Significant Control is kept at Companies House it will include PSCs’ full dates of birth, including their year of birth, rather than just their birthdays.

It is possible that one day statutory books will become as rare a sight as the once ubiquitous company seal.

Registers which can be kept in a central location at Companies House since 30 June 2016:

  • Register of Members
  • Register of Directors
  • Register of Secretaries
  • Register of Directors’ Registered Addresses
  • Register of Persons with Significant Control
Disclaimer: Nothing in the Legal Insights section and this blog is intended to provide legal or other professional advice and, if readers are interested, they should consider taking separate legal or other professional advice accordingly.