Morgan Russell Solicitors

Company records which must be kept

Company Records are defined in the Companies Act 2006 as being any register, index, accounting records, agreement, memorandum, minutes or other document required by the Companies Acts to be kept by a company and any register kept by a company of its debenture holders.  They may be kept in electronic or hard copy form.  Failure to keep the required records is an offence.

Where there is a right of inspection, a private company can be required to make its records available normally on 10 working days notice, although this period is shortened if a general meeting has been called or a written resolution has been circulated.

The Company Records must be kept at the registered office of the company or, where permitted, at a single alternative inspection location (“SAIL”).  The SAIL must be located in the same part of the UK as the registered office and must be the same address for all records permitted to be kept there.

Below is a summary of the Company Records that must be kept by a private company:

Register of Members

This is a maintained register of the members of the company.  It must contain a member’s name and address, the date on which the member was registered as a member, the date on which the member ceased to be a member, the number and class of shares held by the member and the amount paid for the shares.  It can be kept at the registered office or SAIL and can be inspected by any member without charge or any other person on payment of a fee.  The responsibility to maintain the register is ongoing.

Register of Directors

This is a maintained register of the directors of the company.  It must contain the director’s name (and any former name), a service address, the country or state in which the director is usually resident, the director’s nationality, the director’s date of birth and the director’s occupation (if any).  For directors that are corporates, the register must include the corporate or firm name, the registered or principal office, the legal form of the corporate, the law by which it is governed and the register in which it is entered (together with registration number).  It can be kept at the registered office or SAIL and can be inspected by any member without charge or any other person on payment of a fee.  The responsibility to maintain the register is ongoing.

A company must also keep a separate register of directors’ residential addresses.  This register should not generally be available for inspection except to certain public authorities and credit referencing agencies.

Register of Secretaries (if applicable)

This is a maintained register of company secretaries of the company.  It is only necessary if the company has company secretaries.  The register must contain a secretary’s name (and any former name) and service address (which may be stated to be the company’s registered office).  For secretaries that are corporates, the register must include the corporate or firm name, the registered or principal office, the legal form of the corporate, the law by which it is governed and the register in which it is entered (together with registration number).  It can be kept at the registered office or SAIL and can be inspected by any member without charge or any other person on payment of a fee.  The responsibility to maintain the register is ongoing.

Minutes of Meetings of Directors

Typically these will be board minutes.  They must be kept for a period of 10 years from the date of the meeting.  Directors and the company secretary can inspect the minutes.  Auditors are also entitled to access them for the purpose of the audit.  Shareholders have no right of inspection unless provided for in the company’s articles or shareholder agreement.

Records of Resolutions and Minutes of Meetings of Members

Copies of resolutions passed by members other than at meetings, minutes of general meetings and details of decisions taken by a sole member must be kept at the registered office or SAIL for 10 years from the date of the resolution, meeting or decision.  They can be inspected by any member without charge.

Register of Charges

A company must maintain a register of every charge affecting property of the company and all floating charges on the whole or part of the company’s property or undertaking.  Each entry should include a short description of the property charged and the amount of the charge.  A company must also keep a copy of every instrument creating a charge requiring registration.  The register should be kept at the registered office or SAIL and can be inspected by any creditor or member without charge or any other person for  fee.  The requirement to maintain the register is ongoing.

Directors’ Service Contracts

A copy of a director’s service contract with the company (or with any subsidiary of the company) must be kept at the registered office or SAIL until 1 year after termination/expiry of the contract .  If the contract is not in writing then a memorandum of its terms must be kept.  The copy or memorandum must be available to any member without charge.

Directors’ Indemnity Provisions

A company may choose to indemnify a director against any liability attaching to him in connection with any negligence, default, breach of duty or breach of trust in relation to the company of which he is a director through a qualifying indemnity provision.  This may be either a third party indemnity provision where the liability is incurred to a person other than the company or a pension scheme indemnity provision  which is an indemnity against liability incurred where the company is a trustee of an occupational pension scheme.  A copy of the indemnity provision, or if it is not in writing a memorandum of its terms, must be kept at the registered office or SAIL until 1 year after termination/expiry of the provision.  It should be available to any member without charge.

Contracts relating to the purchase of a company’s own shares

A copy of any contract for the company to purchase its own shares that has been authorised or approved by a resolution of the company must be kept available for inspection at the registered office or SAIL from conclusion of the contract until 10 years after the purchase of the shares or the determination of the contract.  If the contract is not in writing a memorandum of its terms must be kept. They must be made available to any member without charge.

In addition, if the company is purchasing its own shares out of capital, any documents relating to this  (i.e. auditor’s report and director’s statement) must be kept available for inspection at the registered office or SAIL until 5 weeks after the date of the shareholders resolution for payment out of capital.

Register of Debenture Holders

A debenture is generally a document executed by the company in favour of a creditor with a covenant to pay, to provide security over the whole or most of the company’s assets and undertaking and to give the creditor the power to appoint an administrator.  Typically it creates a fixed charge over assets which are not disposed of in the course of business and a floating charge over the rest of the undertaking.  However, a debenture also includes debenture stock, bonds and any other securities of a company, whether or not constituting a charge on the assets of a company.  The register of debentures must be kept at the registered office or SAIL and be made available to any debenture holder or shareholder without charge or any other person on payment of a fee.  The requirement to maintain the register is ongoing.

Accounting Records

A company must keep accounting records which are sufficient to show and explain the company’s transactions, to show the financial position of the company and to enable the directors to ensure any accounts required to be prepared comply with the requirements of the Companies Acts.  In particular, accounting records must contain day to day entries of sums received and spent (including what the sums relate to) and a record of assets and liabilities of the company.  They can be kept at the registered office or any other place the directors think fit and they should be open to inspection by the company’s officer’s (directors, managers, company secretary).  A private company must keep accounting records for 3 years from the date they are made.

Further Information

If you have any questions about this checklist or require additional information or assistance, please contact Debbie Turner on +44 (0)1372 461411.

The data contained within this document is for general information only. No responsibility can be accepted for inaccuracies. Readers are also advised that the law and practice may change from time to time. This document is provided for information purposes only and does not constitute legal advice. Professional legal advice should be obtained before taking or refraining from any action as a result of the contents of this document.
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