FID Trust International

The obligation to keep statutory registers applies to certain registers, including the registers of directors, director’s usual residential addresses, secretaries, members, and as of 30 June 2016, people with significant control over the company.

If your company chooses to keep the information on the public register at Companies House, rather than in its own statutory registers, this information becomes part of the public register. The public register is open for anyone to inspect and take copies of information.

Documents filed through Web Filing are formatted in accordance with specifications set out by the registrar in his rules on electronic filing as published on the Companies House website. Software suppliers offering electronic filing facilities must also ensure that documents submitted from their software are formatted in accordance with the registrar’s rules. A list of current software providers is available on the website.

If you are delivering documents by post, courier, Document Exchange Service (DX) or Legal Post (in Scotland) and would like a receipt, Companies House will provide an acknowledgement if you enclose a copy of your covering letter with a pre-paid addressed return envelope. We will barcode your copy letter with the date of receipt and return it to you in the envelope provided.

Register of members

Please be aware once you choose to keep your member’s information on the public register at Companies House rather than in the company’s own statutory register, all of the members’ details, including their addresses, will be available on the public register to anyone who wishes to see, or make a copy, of those details. This is not applicable to a company whose shares are not traded on a regulated market and keeps its own statutory members register.

A company that has made an election after incorporation must continue to keep the register that was required to hold prior to the election (“the historic register”). It doesn’t need to update that historic register to reflect subsequent changes whilst the election is in force. A person can inspect and require copies of information on the historic register. These requirements equally apply if the company was obliged to keep an index of members. A company must place a note in the historic register that an election is in force, when it took place, and that up to date information about the members can be found on the public register. A company that does not place such a note in the historic register commits an offence.

Register of People with Significant Control

Please be aware that once an election has been made to keep the company’s people with significant control (PSC) information on the public register at Companies House, rather than in the company’s PSC register, the full date of birth of the PSC will be available on the public register. Anyone who wishes to see, or make a copy, of those details will be able to do so. For companies that keep their own register, their PSC’s day of birth is withheld from public inspection.

Detailed information on PSC – Register of people with significant control

Some companies will have PSC whose information is protected. This could mean that their usual residential address (URA) is protected so it isn’t disclosed to credit reference agencies (CRAs), all of their PSC information is protected from disclosure on the public record, or both.

Register of directors

Please be aware that once an election has been made the director’s full date of birth will be available on the public register to anyone who wishes to see, or make a copy of those details. This is not the case for a company that has not elected, where a director’s day of birth is withheld from public inspection, and only the month and year are public.

Register of directors’ usual residential addresses

You can elect whether to keep the company’s directors’ usual residential address information on the public register either: i) on incorporation, in which case the subscribers wishing to form the company must elect with the application to incorporate the company; or ii) an incorporated company can apply itself.

A service address is one that can be used by a director to receive communications from third parties about the company. The service address can be the same as the person’s residential address, or the registered office address of the company, or it can be somewhere different.

A residential address is the usual home address of the director concerned. It still has to be filed with the Registrar but it will not be available on the public record for everyone to see and will be held on a private register only available to predetermined organisations.

The register of directors must be kept available for inspection; the information on the register of directors’ residential addresses must not be revealed. The company can only use the information in this register to communicate with the director and to deliver information to Companies House to update the records held there. The company cannot use this information for any other purpose unless either the director has given his consent or if so required by the court.

Register of secretaries

You can choose whether to keep the company’s secretary information on the public register either: i) on incorporation, in which case the subscribers wishing to form the company must elect, with the application to incorporate the company; or ii) an incorporated company can apply itself.

There are 2 types of protection open to directors and PSCs, depending on circumstances.

URA protection

Directors and PSCs of companies can apply to have their URA protected. While that information isn’t on the public register, it’s generally available to CRAs and specified public authorities (SPAs). SPAs are bodies like the police who need to use the information to carry out their public function. Where there’s a serious risk of violence or intimidation, that information can be protected, and not released to CRAs. It’ll still be made available to SPAs.

All PSC information protected

There is another protection available to PSCs either because of the activities of the company of which they are a PSC, or because of their characteristics or personal attributes when associated with that company that will put the PSC, or any person living with them, at serious risk of violence or intimidation. They can apply to have all of their information protected from disclosure. No information will show on the public register linking them as a PSC to that company, nor will it be disclosed to CRAs. The public register will show there’s a PSC who’s subject to protection.

A company, depending on its company type, may have some or all of the following records:

  1. register of people with significant control (from 6 April 2016);
  2. historic register of people with significant control (as from 30 June 2016);
  3. register of members;
  4. historic register of members (as from 30 June 2016);
  5. register of directors;
  6. directors’ service contracts;
  7. directors’ indemnities;
  8. register of secretaries;
  9. records of resolutions and minutes of general meetings;
  10. contracts or memoranda relating to purchase of own shares;
  11. documents relating to redemption or purchase of own shares out of capital by a private company;
  12. register of debenture holders;
  13. report to members of outcome of investigation by public company into interests in its shares;
  14. register of interests in shares disclosed to public company;
  15. instruments creating charges and a register of charges.

You need to keep these company records available for inspection.

You may keep all or any of these records at the company’s registered office. The company may choose an alternative location to make these records available for inspection. The company can only have one alternative location to the registered office at any given time. That location must be in the same part of the UK as the registered office, e.g. a company registered in England and Wales can have an alternative inspection location in England and Wales, but not in Scotland or Northern Ireland. The company may choose to keep some records at its registered office and some at its alternative inspection location provided that all the records of a type are kept together.

From 30 June 2016, a company may opt out of keeping certain statutory registers.

Companies can send the information required in those registers to the registrar of companies for placing on the public register at Companies House. The registers this applies to are as follows:

  1. Register of members.
  2. Register of persons of significant control (PSC).
  3. Register of directors.
  4. Register of directors usual residential addresses.
  5. Register of secretaries.