Under the provisions of the Companies Act 2006 (the CA) all companies and limited liability partnerships (LLPs) must keep a set of registers which are available for inspection.
The regulations as to who has a right to inspect the registers or receive copies, the procedure for such inspection and in what circumstances such inspection may be refused are set out within the CA.
The registers which are statutory are the register of directors (s.162), register of director’s residential addresses (s.165), register of members (s.113), register of secretaries (s.276), register of debenture holders and charges (s.743), register of persons of significant control (s.790M), and the prescribed content is set out in various sections of the CA.
Statutory registers must be kept at the Company/LLP’s registered office address or an address that it has registered as its Single Alternative Inspection Location (SAIL). If no SAIL is recorded at Companies House then the registers are kept at the registered office address. Alternatively under the provisions of the Companies Act 2006 and the Small Business, Enterprise and Employment Act 2015 a company/LLP can now elect to hold its registers at Companies House (but the Company must actually file the election to do so as the general filings made do not constitute registers).
Professional advisors, lenders and banks will quite often require sight of registers to provide proof of directorship and ownership. In addition on any sale of the Company or of the majority share in the Company, it is likely that the registers will be requested as part of the legal due diligence process.
The requirement for companies and LLPs to have statutory registers has been in place throughout the various enactments of the Companies Act since 1862 but there are still companies who do not have up to date registers. With more and more emphasis on anti-money laundering, and the requirement for client due diligence it is even more important that companies take their requirements and obligations seriously and ensure that they have registers and that they are up to date.
This reflects the law at the date of publication and is written as a general guide. It does not contain definitive legal advice, which should be sought as appropriate in relation to a particular matter.
