Overview
The Act removes the requirement for companies to keep specified internal registers (including a register of directors and a PSC register) and, instead, the public will rely on records filed at Companies House.
In contrast, the Act removes the option for private companies to keep their register of members at Companies House. It also requires additional information on a company’s members to be recorded.
Maintenance of internal registers
Once the relevant provisions are in force, the Act will remove the requirement for companies to maintain their own:
- register of directors;
- register of directors’ residential addresses;
- register of secretaries; and
- PSC register.
Instead of updating their own internal registers, companies will simply file details of their directors, secretaries and PSCs at Companies House, and the general public will rely on these centrally held records.
As is currently the case, companies will have 14 days from the date of the appointment or resignation of an officer (or change in their details) to make the relevant filing at Companies House.
To ensure that the central record of directors remains accurate, the Act makes it an offence for an individual to act as a director if their appointment has not been notified to Companies House within the 14-day deadline. However, any failure to notify Companies House as required, will not affect the validity of a director’s appointment (or their resignation).
Any changes to a company’s PSC or RLE information will have to be notified to Companies House within 14 days of the company receiving confirmation of the relevant details.
All other registers (including a company’s register of members – see below) should continue to be maintained by the company.
Register of members
Private companies currently have the option of keeping their register of members on the public central register held at Companies House.
Once the relevant provisions are in force, however, the Act will remove the ability for private companies to use the central register in this way and all relevant member information will have to be entered on the company’s own “local” register of members.
The Act also modifies the information a company must keep on its members (usually its shareholders) with a view to improving the transparency requirements of companies and increasing the usefulness of the information held on those members. Measures introduced by the Act include:
- introducing a requirement for companies to record the full names of shareholders who are individuals (and not just initials and a surname as is currently the case) and also a service address;
- prohibiting a company from registering a transfer of shares unless it is satisfied that it has all of the information it is required to enter in its register of members in relation to the transferee; and
- introducing a requirement for non-traded companies to retain for a period of ten years, old information about a shareholder where that information has changed. Traded companies (being those whose shares are admitted to trading on a relevant market or on any market which is outside the UK) are not required to retain this old information on their register of members.
Members will be under a statutory duty to supply required information to the company, and it will be an offence if they fail to do so within the specified period.
Practical steps
It is not yet known what companies should do with their existing internal registers once the changes become effective, but companies may want to maintain them on a non-statutory basis for good record- keeping purposes. It is expected that regulations (yet to be published) will provide more clarity on this issue.
