What are Statutory Registers?

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What Are Statutory Registers? A UK Company Guide

If you’re running or planning to start a limited company in the UK, one of your key legal responsibilities is maintaining your statutory registers. These are official company records that provide a formal record of your company’s structure, ownership, and governance.

In this detailed guide, we explain what statutory registers are, why they are important, what records UK companies must keep, where and how they should be stored, and the consequences of failing to comply. Whether you’re launching a new business or managing an existing one, understanding statutory registers is essential to staying compliant with UK company law.

What Are Statutory Registers?

Statutory registers are a set of formal records that every UK limited company is legally required to keep under the Companies Act 2006. These registers serve as the company’s internal documentation of key information such as:

  • Shareholders (members)
  • Company directors and secretaries
  • People with significant control (PSCs)
  • Share transactions and changes in share capital
  • Charges or mortgages over company assets (where applicable)

These records must be kept from the date of incorporation and must be kept up to date at all times. Although some of this information is also filed with Companies House, statutory registers are not replaced by those filings. They are standalone documents and are often relied on during legal processes, investment due diligence, or share transfers.

Companies Act 2006 – Full Legislation

Why Are Statutory Registers Important?

Keeping statutory registers is not optional it is a legal requirement. But beyond compliance, these registers serve a number of important business functions:

  1. Proof of Ownership

The register of members is the definitive legal record of who owns the company. It overrides the share certificates or Companies House filings when disputes arise.

  1. Essential for Share Transactions

If you want to transfer or issue shares, you will need the statutory registers to document the change and keep an accurate historical record.

  1. Investment and Due Diligence

Investors, banks, and potential buyers will ask to inspect your statutory registers as part of their due diligence. Incomplete or inaccurate records could delay or derail important deals.

  1. Demonstrates Good Governance

Maintaining registers properly is a sign of responsible management and good corporate governance, something that is increasingly important for regulators, stakeholders, and investors.

  1. Avoids Penalties

Failure to keep these registers can lead to fines, difficulties in proving ownership, or legal challenges. Directors may be held personally accountable for non-compliance.

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What Statutory Registers Must a UK Company Keep?

Most private limited companies in the UK are required to maintain the following statutory registers:

  1. Register of Members (Shareholders)

This is arguably the most important register, as it serves as the official record of who owns the company. It must include:

  • Full name and address of each shareholder
  • The number and class of shares they hold
  • The date they became a member
  • Details of any share transfers (including from whom and to whom, and the date)

Even if there is only one shareholder, this register must still be kept.

  1. Register of Directors

This register includes information about current and past directors of the company. It should include:

Note: Companies must also maintain a public record of directors at Companies House, but the statutory register is the internal authoritative version.

  1. Register of Secretaries (if applicable)

If your company has appointed a company secretary, their details should be included in this register, including:

  • Name
  • Address
  • Date of appointment and resignation (if relevant)

This is optional for private companies unless a secretary has been formally appointed.

  1. Register of People with Significant Control (PSC)

Introduced in 2016, this register is required to help increase corporate transparency. A PSC is someone who:

  • Owns more than 25% of shares
  • Holds more than 25% of voting rights
  • Has the right to appoint or remove a majority of directors
  • Exercises significant influence or control over the company

The register must include:

  • Full name and address
  • Date of birth
  • Nationality
  • Nature of control
  • Date they became a PSC

You must also file PSC details with Companies House and update both records as changes occur.

More on PSCs from GOV.UK

  1. Register of Share Allotments

This register records the issue of new shares to shareholders. It includes:

  • Number of shares issued
  • To whom they were issued
  • Type/class of shares
  • Date of allotment
  • Price paid (if any)

This is separate from the register of members and focuses on share issuance rather than ownership.

  1. Register of Share Transfers

Used to track the movement of shares between shareholders. Includes:

  • Name of the transferor and transferee
  • Number and class of shares transferred
  • Date of transfer
  • Consideration (price paid)
  1. Register of Charges (for companies pre-2013)

For companies incorporated before April 2013, this register records any charges or mortgages secured against company assets. Post-2013, companies must still register charges with Companies House but no longer need to maintain this internal register.

Where Should Statutory Registers Be Kept?

Statutory registers must be kept at either:

  • The company’s registered office address, or
  • A Single Alternative Inspection Location (SAIL), which must be notified to Companies House

They must be available for inspection by:

  • Shareholders (at any reasonable time, without charge)
  • The general public (in certain cases, such as the PSC register)

If requested, the company must provide copies within a specific time frame, usually five to ten days, depending on the register.

Learn about SAIL addresses on GOV.UK

You may keep your statutory registers in either:

  • Paper format (e.g. a bound register)
  • Digital format (as long as they are readily accessible and printable on request)

Whichever method you use, make sure your records are clear, complete, and securely stored.

How Are Statutory Registers Different from Companies House Filings?

There’s often confusion about the difference between what’s held internally and what’s submitted to Companies House. Here’s a quick breakdown:

Statutory RegistersCompanies House Records
Internal legal documentsPublic filings
Maintained by the companyMaintained by Companies House
Must be accurate and up to dateMust be updated via formal filings
Includes detailed ownership historyIncludes snapshots from confirmation statements

Filing a Confirmation Statement does not replace the need to maintain your statutory registers. The registers are considered the primary evidence of the company’s legal structure.

What Happens If You Don’t Keep Statutory Registers?

Failure to maintain accurate registers can have serious consequences:

  • Legal non-compliance with the Companies Act 2006
  • Fines or enforcement action from Companies House or HMRC
  • Difficulty in proving ownership or directorship in legal disputes
  • Delays or issues when selling shares, raising funds, or undergoing audits
  • Personal liability for directors, particularly if the company suffers losses as a result

In some cases, incorrect or missing registers can even lead to director disqualification under the Company Directors Disqualification Act 1986.

Tips for Managing Statutory Registers Effectively

  • Set up your registers immediately after incorporation
  • Update them as soon as changes occur (appointments, share issues, resignations)
  • Use company secretarial software or a spreadsheet template if you manage them yourself
  • Appoint a professional company secretary or outsource to a formation agent if needed
  • Schedule regular reviews, especially before filing a Confirmation Statement or raising investment

Final Thoughts on Statutory Registers

So, what are statutory registers? They are a vital set of company records that every UK limited company must keep by law. These registers document the key information about your company’s shareholders, directors, control, and share activity.

Maintaining them properly is essential to:

  • Stay compliant with UK legislation
  • Prove ownership and control
  • Enable investment and due diligence
  • Prevent legal disputes

If you’re forming a new company, updating your structure, or preparing for an investment round, your statutory registers should be one of your top priorities.

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