Company Records and Registers

What are company records?

The Companies Act 2006 defines company records as “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.”

What are statutory company registers?

Statutory company registers, which may also be referred to as ‘company registers’ or ‘statutory books’, are official records that contain current and historical information about a company. These registers provide details of the company’s ownership structure, shareholdings, the people who control and manage the business, and any secured charges over assets (e.g., mortgages).

What company records and registers must I keep?

You must keep a variety of company records and registers that relate to the business, the people who own and control it, and the condition and activities of the company since its incorporation. The company records and registers you need to keep (where applicable) include:

• Register of directors and register of directors’ usual residential addresses
• Register of members
• Register of people with significant control (PSCs)
• Register of secretaries
• Register of charges (i.e., loans secured against company assets)
• Company formation documents (certificate of incorporation; memorandum and articles of association)
• Minutes of board meetings and general meetings, and copies of resolutions
• Financial and accounting records
• Stock transfer forms and copies of share certificates
• Employee records and payroll paperwork
• Copies of all Companies House filings

Statutory registers should be kept up to date and stored at the registered office or alternative inspection location, and they can be inspected by the general public upon request. Other company records can be stored at any location that is most suitable for the company.

Do limited liability partnerships (LLPs) need to keep records and registers?

Limited liability partnerships (LLPs) are legally required to keep many of the same records and registers as limited companies, where applicable, and adhere to the same record-keeping rules. The statutory registers that an LLP must keep are:

• Register of LLP members
• Register of members’ usual residential addresses
• Register of people with significant control (PSCs)
• Register of charges

Other records that must be kept include incorporation documents, financial and accounting records, employee records and payroll paperwork, and copies of all filings made to Companies House.

What financial and accounting records do I need to keep for a company?

To comply with tax and regulatory requirements, you must keep certain financial and accounting records for your company. You will also need these records in order to prepare and file the company’s annual accounts, Company Tax Returns, VAT returns, and payroll obligations. The records you must keep include:

• All money received and spent by the company
• Assets and liabilities
• Money owed to the company
• Stock and stocktakings
• Goods and services bought and sold by the company
• Who goods and services were bought from/sold to (apart from retail sales)
• Bank statements and correspondence
• Other financial records, information, and calculations that you use to prepare and file annual accounts and tax returns

Accurate and up-to-date financial records will help you to keep track of the company’s position at all times, which will provide you with the information you need to make the best management decisions for your business.

Where do I have to keep company records and registers?

You can keep most company records, including accounting records, anywhere you wish. However, due to the obligation to make certain statutory registers available to the public to inspect, you must keep these registers at your registered office, an alternative inspection location (SAIL address), or on the public register a Companies House.

Can I move my company records and registers?

You can move most company records anywhere you like, but statutory company registers can only be moved between a registered office and SAIL address, both of which must be located in the country where the company is registered. Alternatively, you can choose to keep certain registers on the public register at Companies House.

How long do I have to keep company records?

You have a legal obligation to keep financial and accounting records for at least six years from the end of the last company financial year to which they relate. You may have to keep records for longer if:

• they include transactions that cover multiple accounting periods
• the company purchases something that you expect to last more than six years (e.g. equipment or machinery)
• you filed your Company Tax Return late
• HMRC has opened a compliance check (formal investigation) into your Company Tax Return

Statutory registers and company formation documents must be kept for as long as the company is in existence.

Are directors or company secretaries responsible for record keeping?

Ultimate legal responsibility for company record keeping falls on directors, who can be fined £3,000 by HMRC or disqualified as a director if they fail to keep accurate and up-to-date accounting records. However, if you have a company secretary, record keeping is one of the important administrative tasks that you would delegate to them.

Who can inspect my company records and registers?

Anyone can make a request to inspect certain company records and registers, and you must grant permission within a certain timeframe if their request has been made for a ‘proper purpose’. The records and register that are open to public inspection include the statutory registers of members, people with significant control, directors, and secretaries; copies of directors' service agreements; instruments creating charges; and share buyback contracts.

Do I keep company records on paper or in digital format?

You may keep company records on paper (hard-copy format) or in digital format, or you can use record-keeping or document management software. There are no rules dictating how you must keep your company records, but they must be accurate, complete, and legible.