As a company operating in the United Kingdom, it is important to understand your statutory obligations under the Companies Act 2006 to keep and maintain company books and records. Companies have a statutory duty to be transparent and to make sure that certain information is made readily available to the public. The obligation to keep company books is a strict requirement which must be adhered to.
What are 'Company Books'?
Company books may also be referred to as 'statutory books' or 'statutory registers'. These books provide evidence of a company's history and exist to record accurate, updated, and important information regarding the ownership of a company and its administration. If you are a company in the UK, you are required to keep and maintain the following registers:
- Register of members;
- Register of directors;
- Register of people with significant control;
- Register of secretaries;
- Register of directors' usual residential addresses;
- Minutes of directors' and shareholders' meetings and resolutions.
Company books can be kept and maintained in either a hard copy or electronic format. They must be kept at the company's registered office for inspection, or alternatively, they may be kept electronically on Companies House. It is also important to keep these registers duly updated to reflect any changes within the company. For example, where there are any changes to directors, the register of directors would need to be updated to reflect this change and the same will apply for the remaining registers should any changes occur.
It is vital to maintain and keep your company books updated, not only because it is a legal requirement to do so, but also for the fact that poor record keeping may become an issue should you propose to sell the company or some of its shares. It may also cause further problems when looking to raise funds through any third-party investment.
Reporting and filing requirements
In addition to the requirement to maintain company books, there are also various reporting and filing requirements imposed by the Companies Act 2006 which must be complied with by all UK companies.
It is a legal requirement that the following be filed with Companies House:
- Filing of a confirmation statement once every 12 months;
- Filing of annual accounts, no later than 9 months after the end of your company's financial year;
- Filing with Companies House any changes in directorships, directors' personal details, changes in registered company address, any changes to the Articles of Association and the filing of a register of persons with significant control
The filing requirements under the Companies Act 2006 are ultimately the responsibility of the director, despite whether such duties are delegated to other members within the company.
The consequences
It is a legal requirement to keep and maintain your company books and records on an ongoing basis. Failure to comply is a criminal offence which could result in your company being subject to fines or on the extreme side, up to 2 years imprisonment. Your company could be subject to the following fines should you fail to comply:
- Failure to submit accounts or file a confirmation statement may lead to fines of £5,000.00.
- Late filing of accounts may make you subject to fines of £100.00 - £5,000.00.
- Failure to notify any changes of officers/change of registered office or directors may lead to fines up to £5,000.00.
Each offence committed under the Companies Act 2006 will be deemed to have been committed by each director in default as well as the company.
At Clapham & Collinge we have a dedicated team of experts who are able to provide a full range of legal services for businesses, families and individuals. The personal legal services we offer include conveyancing, family law including separation and divorce, personal injury, clinical negligence, employment law, wills, trusts, lasting powers of attorney and probate. Legal services for businesses include debt recovery, litigation and disputes, landlord and tenant services, employment law and commercial property.
If you would like to seek advice on the Companies Act or any other business-related matters, such as assistance with preparing books or the sale of your business, please contact our dedicated Client Relations team on 01603 693500 or email us enquires@clapham-collinge.co.uk.
If you'd like to receive our monthly email newsletter, legal updates and event invitations, sign-up to our email mailing list by clicking here.
*This article is provided for general information purposes only and does not constitute legal advice or other professional advice.
