UK company registers and filings

What are company registers?

A company register is an official document containing information about a private limited company – such as its registered name and address, ownership data and details on company officers (e.g. directors and the company secretary).

Whenever this information changes, you need to update the appropriate register. Some registers are mandatory (i.e. there is a legal requirement to keep them up to date), while others are optional.

Statutory registers

The Companies Act 2006 requires all limited companies registered in the UK to maintain the following statutory registers:

• Register of members (known as a ‘shareholder register’ in other jurisdictions)

• Register of directors

• Register of directors’ usual residential addresses

• Register of secretaries

• Register of people with significant control (PSC)

• Register of charges (only for charges created before 6 April 2013)

Failing to update any of these registers is considered an offence for which the company and its officers could be fined.

Non-statutory registers

You can choose to maintain non-mandatory registers as part of your general record-keeping practices, but you’re not required to notify Companies House of any changes. These registers are typically used for internal reporting, though your investors may ask to see them from time to time.

Common non-mandatory registers include:

• Register of allotments – a record of applications for company shares, as well as the allotment (i.e. issuance) of those shares to new shareholders

• Register of transfers – a record of company shares transferred to and from existing shareholders

• Register of debentures (or debenture holders) – a record of debentures (i.e. debt-based securities) issued by a company and secured against its assets

The information in these registers feeds into the statutory register of members and the PSC register. It’s also used to track share ownership, helping UK companies complete their annual confirmation statement (CS01).

Companies House filings

Annual statements and updates to statutory registers must be filed with Companies House within a given timeframe. There are also some compulsory filings associated with non-statutory registers – such as the register of allotments and register of transfers mentioned above. Keep in mind that filings are only mandatory if they apply to your company’s specific circumstances.

Below are some examples of common company filings, including the deadline for submitting each form to Companies House. Refer to the UK government website for a full list of forms for limited companies.

Confirmation statement (CS01)

A CS01 is used to confirm that the information Companies House holds about your business is accurate and up to date. You need to file a CS01 at least once a year, and no later than 14 days after the end of your 12-month review period.

Return of allotment of shares (SH01)

Filing an SH01 notifies Companies House of any changes to your company’s overall share capital, such as after issuing (or allotting) new shares. This form should be submitted within 30 days of a share allotment.

Notice of cancellation of shares (SH06)

UK companies are required to file an SH06 with Companies House after cancelling shares. This typically happens during a share buyback, in which case you should also submit an SH03 form. The SH06 filing deadline is 28 days after a share cancellation. 

Return of purchase of own shares (SH03)

If your company repurchases its own shares, you need to complete and file an SH03 form. After the buyback is complete (i.e. when the shares are paid for and returned to your company), you have a maximum of 28 days to notify Companies House.

Appointment of secretary (AP03)

An AP03 form is used to tell Companies House that you’ve appointed an individual as your company secretary. You must submit an AP03 within 14 days of the new appointment.

Note that appointing a corporate body or firm as company secretary requires an AP04 filing instead.

Notice of individual person with significant control (PSC01)

A register of people with significant control (PSC register) lists all of the individuals who own or control a limited company. Sometimes known as ‘beneficial owners’, PSCs typically meet one or more of the following conditions:

• Hold over 25% of company shares

• Have more than 25% of voting rights

• Have the right to appoint or remove the majority of directors

Whenever there is a change to this information (e.g. a new PSC or a change of address), you need to update your PSC register within 14 days. You then have a further 14 days to file a PSC01 form with Companies House.

How to keep compliant company records

In larger organisations, the company secretary is typically responsible for keeping accurate company records – which includes updating statutory registers and submitting the relevant filings, on time, to Companies House. However, smaller businesses often rely on directors or lawyers to fulfil company secretarial (co sec) duties. In really early-stage startups, ownership admin is usually the founder’s responsibility.

In accordance with Section 1135 of the Companies Act 2006, company records “may be kept in hard copy or electronic form” and “may be arranged in such manner as the directors of the company think fit, provided the information in question is adequately recorded for future reference.”

Before 30 June 2016, statutory registers had to be kept at the company’s registered office or a Single Alternative Inspection Location (SAIL address). Now, private companies can choose for certain information to be kept on the public register at Companies House, rather than in their statutory registers.

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