Statutory books, also known as statutory registers, are the official records that detail a company's ownership, management, and internal governance. These documents ensure transparency, legal compliance, and provide a clear view of the company's corporate structure.
Keeping statutory books accurate and up to date is vital for several reasons. It facilitates smooth daily operations, simplifies audits and regulatory reviews, and is crucial during investor checks or business sales. Inaccurate or missing entries can lead to compliance issues, disputes, or damage to the company's reputation.
Key registers every company must maintain
UK companies are legally required to maintain certain key registers. These include:
- Register of Members (Shareholders): Records all current and former shareholders, including their names, contact details, share classes and quantities, and dates of share transactions.
- Register of Directors: Contains each director's full name (including any previous names), nationality, service address, date of birth, and dates of appointment or resignation.
- Register of Persons with Significant Control (PSC): Identifies individuals or organisations with substantial influence or control over the company.
- Register of Directors’ Residential Addresses: A confidential list of directors' home addresses (unless they match their service address).
- Register of Secretaries: Required only if the company has appointed a company secretary.
- Register of Charges: Relevant mainly for security interests created before 6 April 2013.
Additionally, companies should keep copies of directors' service contracts, minutes from board and shareholder meetings, and written resolutions. While not legally required, maintaining records such as a register of share allotments, a register of share transfers, and issued share certificates is recommended to create a comprehensive audit trail of ownership changes.
Storage of these records
Statutory books must be accessible for inspection. Traditionally, they are kept at the company's registered office or another approved location notified to Companies House. Some businesses opt for digital storage for convenience, but care must be taken to protect sensitive information from becoming publicly accessible.
Recent reforms under the economic crime and corporate Transparency Act 2023 (ECCTA)
The Economic Crime and Corporate Transparency Act 2023 introduced updates to enhance transparency and combat economic crime.
Key changes include:
- Companies must maintain an appropriate registered email address for communications from Companies House. This address is not public but ensures faster official contact.
- An appropriate registered office is required, where documents can be delivered and received by a company representative.
- From 18 November 2025, several registers, such as those of directors, directors' residential addresses, secretaries, and PSCs, are no longer mandatory local requirements. Instead, this information is filed directly with Companies House.
- The register of members remains essential and must be held by the company itself.
- Additional obligations around PSCs may apply, such as notifying Companies House of suspected changes in control status.
These reforms aim to streamline records while strengthening oversight. Further filing changes, like enhanced verification for submissions, are expected later in 2026 or beyond.
Importance of statutory books in a company sale
During a business sale, buyers conduct thorough due diligence, which includes reviewing statutory books. These records are often part of the completion paperwork in a sale agreement.
Sellers typically provide warranties confirming that the books are accurate and up to date. Discrepancies, such as mismatches between the register of members and Companies House filings, can delay deals, trigger price adjustments, additional indemnities or require court approvals for corrections.
Steps to take now
Regularly reviewing your company’s statutory records is wise, whether or not a sale is imminent. Ensure your registers are complete, accurate, and align with Companies House records. Check compliance with recent ECCTA requirements, such as maintaining the register of members at the company’s registered office and ensuring registered email and office details are appropriate.
Conducting this review in advance helps prevent issues, supports good corporate governance, and ensures compliance in an increasingly transparent regulatory environment. Keeping statutory books in good order not only fulfils legal obligations but also strengthens the company’s position for future growth or transactions. You can contact us today on 0161 696 6170 to speak with our specialist solicitors.
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