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The Required Registers
The Companies Act 2006 requires private limited companies to maintain the following registers: register of members (shareholders); register of directors; register of directors' residential addresses (separate and not publicly inspectable); register of secretaries (if applicable); register of People with Significant Control; register of charges (mortgages and secured lending); and minutes of directors' and members' meetings (which function as a register of decisions).
All of these must be available for inspection at the company's registered office or a Single Alternative Inspection Location (SAIL) notified to Companies House. Most companies hold the registers at the registered office or at their accountant's or solicitor's premises as a SAIL.
Register of Members
The register of members records the name and address of each shareholder, the date they acquired their shares, the number and class of shares held, and the date of any transfer or cessation of membership. It is the definitive document of who owns the company.
Share transfers must be recorded promptly once a stock transfer form has been executed and stamp duty (if applicable) paid. A shareholder cannot exercise any membership rights — including voting — until the register is updated. Disputes over ownership nearly always come down to what the register of members says.
Storing and Updating Registers
Registers may be paper documents or electronic records, provided they can be reproduced in a legible, paper form on request. Many company secretarial software packages maintain all registers in a single digital system. The key is that updates are made promptly when changes occur — a register that was last updated three years ago will not satisfy a lender's due-diligence team or a new investor's solicitor.
If you elect to hold registers at Companies House instead of at a SAIL (an option available since 2016), the relevant entries are made on the public register and you are relieved of maintaining the local document. This is convenient for small companies where the directors are also the only shareholders, but review the trade-offs with your solicitor before electing.
Why Accuracy Matters Commercially
Lenders, investors, and acquirers routinely request certified copies of statutory registers as part of due diligence. Discrepancies between the register, Companies House filings, and the company's own understanding of its ownership structure create legal uncertainty and can delay or derail transactions. Ensuring the registers are accurate, current, and properly maintained is therefore as much a commercial discipline as a legal one.
Charges over company assets must be registered with Companies House within 21 days or the charge is void against a liquidator or administrator — a serious consequence if the company subsequently encounters financial difficulty.
Frequently asked questions
Do we need a company secretary to maintain the registers?
Private limited companies have not been required to have a company secretary since 2008. However, someone — typically a director, accountant, or solicitor — must take responsibility for maintaining the registers. Many SMEs outsource this to their accountant as part of a registered-office or company-secretarial package.
How long must we keep statutory registers after the company is dissolved?
Registers must generally be retained for at least six years after dissolution, though specific documents (such as minutes of members' meetings) may be required for longer periods under HMRC rules. Confirm the applicable retention period with your solicitor before destroying any documents.
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