Going public

Posted by Sarah Carter on
The Small Business, Enterprise and Employment Act 2015 (SBEE) will enable companies and LLPs to hold and maintain their statutory registers at Companies House from 30 June 2016.

From the end of this month, new legislation comes into effect which will allow companies to keep and maintain their statutory registers at Companies House, removing the requirement for the company to keep and maintain a separate register.

Registers which are included

The Legislation only covers those registers which must be kept by law, being the registers of:

•    Members

•    Directors

•    Secretaries (if any)

•    Directors' residential addresses, and

•    People with significant control (the new PSC Register).

It does not include other registers which are kept as a matter of course, such as the registers of allotments, transfers, mortgages or minutes/resolutions and a company will need to maintain these separately in any event. 

Making the election and ongoing obligations

A company wishing to take up this option to use the central register must first obtain the unanimous approval of its members.  Once an election is made and registered, the company will still be required to keep the registers it held before the election took place and must also keep the central register up to date by continuing to deliver to Companies House all information it would be required to enter on the register if it was still maintained by the company (or by a third party on the company's behalf).

Public access to the central register

One significant difference if registers are maintained centrally at Companies House will be public access to them. Currently, statutory registers maintained by companies may be inspected upon request, provided that a 'proper purpose' test is satisfied.  (Should you receive such a request, please contact your legal advisors, as there are strict rules as to when and how such requests are dealt with, they must not be ignored). 

However, registers kept at Companies House will be available to the public to view.  This may be particularly relevant for a company whose directors have chosen to use a service address in order to keep their residential addresses off the public register.  If an election is made to keep the register of directors and register of directors' residential addresses at Companies House, this information will become public.

The same issues relating to confidentiality of personal information will also apply to the register of members and the PSC Register.  Where these registers are held at Companies House, the addresses of shareholders and people entered into the PSC Register will also be available to the public.

Deciding whether to opt for the central register

So while for some companies, keeping the registers at Companies House may be of benefit, there will still be an ongoing obligation to notify information to Companies House in order to keep the registers up to date and the issues surrounding confidentiality may mean that for certain individuals/companies opting for the central register might not be appropriate.

The company secretarial team at Blake Morgan LLP are available to advise anyone interested in electing to keep company registers at Companies House and can be contacted via company.secretarial@blakemorgan.co.uk.  Further information can also be obtained from the Companies House website at Gov.uk.

About the Author

Sarah manages the work of the Company Secretarial team. With over 13 years’ with the team she is experienced in company secretarial and corporate governance matters.

Sarah Carter
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023 8085 7333

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