Guidance

Company registers

Updated 31 December 2020

This guide gives an overview of the legislation which, from 30 June 2016, allows a private company to choose to send information usually kept in certain statutory registers to the registrar of companies to be kept on the public register at Companies House. This choice, for private companies only, is an alternative to the obligation to keep all or any of those statutory registers at its registered office, or a single alternative inspection address.

The obligation to keep statutory registers applies to certain registers, including the registers of directors, director’s usual residential addresses, secretaries, members, and as of 30 June 2016, people with significant control over the company. The other registers that companies must also keep do not fall within the scope of this guidance.

This guide goes on to explain what a company must do if it chooses to keep the information on the public register at Companies House, and what happens if having done so it subsequently decides to stop keeping the information in this manner and keeps the information in its own statutory registers.

This guide is not drafted with unusual or complex transactions in mind. Specialist professional advice may be needed in those circumstances.

1. Introduction

From 30 June 2016, a private company can choose to send information usually kept in all or any certain statutory registers to the registrar of companies to be kept on the public register at Companies House. This choice, for private companies only, is an alternative to the obligation to keep those statutory registers at its registered office or a single alternative inspection address.

If your company chooses to keep the information on the public register at Companies House, rather than in its own statutory registers, this information becomes part of the public register. The public register is open for anyone to inspect and take copies of information.

In this guide we will refer to “elect” or “election” when referring to a private company choosing to send information usually kept in certain statutory registers to the registrar of companies and kept on the public register at Companies House. We will also refer to “withdraw” or “withdrawal” when such a company chooses to stop keeping that information on the public register.

The chapters explain the implications of, and requirements for, keeping information for each of the registers on the public register at Companies House. They set out what must be delivered, when the information must be sent to Companies House, and what happens if your company decides it wants to keep its own statutory registers.

You should read this guide together with the law relating to the registers regime which can be found in the Companies Act 2006, as amended by the Small Business Enterprise and Employment Act 2015; this and the relevant regulations are available to view on legislation.gov.uk.

2. Register of members

Please be aware once you choose to keep your member’s information on the public register at Companies House rather than in the company’s own statutory register, all of the members’ details, including their addresses, will be available on the public register to anyone who wishes to see, or make a copy, of those details. This is not applicable to a company whose shares are not traded on a regulated market and keeps its own statutory members register.

2.1 How to choose to keep member’s information on the public register at Companies House (“election”)

You can elect whether to keep member’s information on the public register in the following 2 circumstances:

i) on incorporation, in which case the election is made by the subscribers wishing to form a private company as part of the incorporation application to the registrar. The subscribers should provide all the information required in the company’s register of members at incorporation; or

ii) an incorporated private company can elect, but only if all members have agreed to the election and, if the company kept any overseas branch registers, that those registers have been discontinued and all entries transferred to the company’s register of members. This is because a company cannot keep information about its members on the public register if it’s also keeping an overseas branch register. In these circumstances, the company must provide all the information that must be contained in its register of members concerning persons who are current members, at the time the election notice is delivered to the registrar.

2.2 When the election takes effect

The election takes effect when it is registered by the registrar. When in force, a company does not have to maintain a register of members. It remains in force until either a company ceases to be a private company, or withdraws the election and is required to maintain a statutory register.

2.3 When an election is in force for the member’s register

A company that has made an election after incorporation must continue to keep the register that it was required to hold prior to the election (“the historic register”). It does not need to update that historic register to reflect subsequent changes whilst the election is in force. A person can inspect and require copies of information on the historic register. These requirements equally apply if the company was obliged to keep an index of members. A company must place a note in the historic register that an election is in force, when it took place, and that up to date information about the members can be found on the public register. A company that does not place such a note in the historic register commits an offence.

The obligations in respect of the historic register or index do not apply in relation to an election made by a subscriber wishing to form a company.

Once an election has been made, a company has to deliver information about its members to the registrar to be made available on the public register at Companies House, and any changes to the registered information.

This will include the details of:

• the names and addresses of the members;
• when each person was registered as a member
• when any person ceased to be a member*

*The company does not have to deliver information relating to the date a person ceases to be a member of the company where this date will be the date of registration by the registrar. If that’s so, the company must indicate to the registrar that the date to be recorded is the date of registration. It’s an offence for a company not to comply with this duty.

The information that follows is required about each member and will need to be kept up to date:

• the shares held by each member, distinguishing each share—
  • by its number (so long as the share has a number), and
  • where the company has more than one class of issued shares, by its class
  • the amount paid or agreed to be considered as paid on the shares of each member
  • if the company has converted any of its shares into stock, and given notice of the conversion to the registrar, the amount and class of stock held by each member instead of the amount of shares and the particulars relating to shares
  • in the case of joint holders of shares or stock in a company, the company’s register of members must state the names of each joint holder
  • in other respects, joint holders are regarded for the purposes of this Chapter as a single member (so that the register must show a single address)
  • in the case of a company that does not have a share capital but has more than one class of members, with the names and addresses of the members, a statement of the class to which each member belongs
  • any changes to the information set out above
  • details of any transfer of shares
  • details of allotments of new shares
  • details of any shares held in treasury

2.4 Incorrect information on the register

A person may inspect or request a copy of member information for a company that has elected to keep it on the public register. That person may ask the company to confirm that all required information has been delivered to the registrar. Failure to respond to such an enquiry is an offence.

There is a power for the court to order rectification of members’ information on the public register. The court may act where the name of the person has either been included or omitted as a member of the company without sufficient cause; or where the company has failed, or has unnecessarily delayed, in notifying the registrar that a person has become, or ceased to be, a member of the company. The person aggrieved, another member or the company can apply to the court. This is equivalent to the power of the court to rectify the register of members in section 125 of the Companies Act 2006.

2.5 When a company decides it wants to start keeping its own register of members (“withdrawal”)

A company must give notice to the registrar that it wants to withdraw from keeping members’ information on the public register. This takes effect when it is registered by the registrar. On withdrawal, the company must maintain its own statutory register of members.

A company must retain a historic register, and it must enter all required information relating to current members in its register. However, the company doesn’t have to enter historic information from the period it elected to keep the information on the public register at Companies House, for example, the details of a person who’s ceased to be a member during that period.

A company must note on the register of members that an election has been withdrawn and that information about members in the period when the election was in force can be found on the public register.

2.6 Member information delivered on the public register at Companies House after the withdrawal of the election

All members’ details, including their addresses, delivered to the registrar during the period a company elected to keep members’ information on the public register will still be publicly available when the election is withdrawn. This information forms part of the public register and is maintained as required under the Companies Act 2006.

3. Register of people with significant control (PSC)

Please be aware that once an election has been made to keep the company’s people with significant control (PSC) information on the public register at Companies House, rather than in the company’s PSC register, the full date of birth of the PSC will be available on the public register.

Anyone who wishes to see, or make a copy, of those details will be able to do so. For companies that keep their own register, their PSC’s day of birth is withheld from public inspection.

See our guidance on People with significant control (PSCs).

3.1 How to elect to keep PSC information on the public register at Companies House

You can elect whether to keep the company’s PSC information on the public register either:

i) on incorporation, in which case the subscribers wishing to form the company must elect with the application to incorporate the company; or ii) an incorporated company can apply itself.

The election has no effect unless the company has given notice to registrable persons and registrable relevant legal entities (RLE) at least 14 days before the date of the election and no registrable person or RLE objects to the proposed election within that time. The subscribers and a company making an election must provide a statement with the election that no objection has been received.

If you apply after incorporation, your election must contain all the “current” information that is contained in the PSC register. “Current” refers to information about current registrable persons or RLEs at the time of the notice of election (as opposed to persons who used to be registrable persons or RLEs and whose information may still be in the register) and to any other matters that are current at that time.

A company must provide any updated information in the event of any change in the details in the PSC register between the time the notice of election is delivered to the registrar and the time the election takes effect. If the company’s PSC register is rectified, it must also notify the registrar to ensure that the rectification is reflected in the public register.

3.2 When the election takes effect

An election takes effect when it is registered by the registrar. The election remains in force until the company ceases to be a private company or withdraws the election.

3.3 When an election is in force for the PSC register

A company that’s made an election after incorporation must continue to keep the register it was required to hold before the election (historic register). Whilst the election is in force you don’t need to update the historic register to reflect any new changes. Anyone can inspect copies of information on the historic register.

A company must put a note in the historic register that an election is in force, when it took place and that up to date information about PSC can be found on the public register. It’s an offence to not put a note on the historic register.

The obligations of the historic register don’t apply in relation to an election made by a subscriber who wants to form a company.

A company has to deliver and keep up to date information about its PSCs to the registrar, to be made available on the public register. More information about telling us about the PSC information for your company can be found here.

PSC information that you must send for an individual registrable person is:

• name
• service address
• the country or state (or part of the United Kingdom) in which the individual is usually resident
• nationality
• date of birth
• usual residential address
• the date on which the individual became a registrable person in relation to the company in question
• the nature of his or her control over that company
• whether restrictions on using or disclosing any of the individual’s PSC particulars are in force

The information to be delivered for each registrable relevant legal entity is:

• corporate or firm name
• registered or principal office
• the legal form of the entity and the law by which it is governed
• if applicable, the register of companies in which it is entered (including details of the state) and its registration number in that register
• the date on which it became a registrable relevant legal entity in relation to the company in question
• the nature of its control over that company

For an other registrable person (such as a corporation sole or local authority):

• their name
• their principal office
• the legal form of the person and the law by which they’re governed
• the date on which they became a registrable person in relation to the company in question
• the nature of their control over the company

More information about the different categories of PSC can be found in BEIS guidance.

3.4 Companies with PSC whose information is protected

Some companies will have PSC whose information is protected. This could mean that their usual residential address (URA) is protected so it isn’t disclosed to credit reference agencies (CRAs), all of their PSC information is protected from disclosure on the public record, or both. Further information on restricting the disclosure of PSC information can be found on GOV.UK.

If there is a PSC whose URA is protected from being disclosed to CRAs, companies can file all their information with us as they normally would, digitally or on paper. There is a box on the application for incorporation and the relevant PSC forms which they should tick if an application for protection has been made or granted. The box on the form refers to an exemption under section 790ZF of Companies Act 2006.

If there’s a PSC who has applied for or been granted protection so none of their PSC details are disclosed on the public register, the company of which that individual is a PSC will need to file any information relating to that PSC on paper. Special versions of the application for incorporation and individual PSC forms have been developed for this purpose and are only available from the secure registers team at Companies House. A copy of the forms can be requested by e-mailing the team on secureforms@companieshouse.gov.uk, or telephoning them on 02920 348354.

Data security is our primary concern with filings that may contain the information of a protected PSC. There is a dedicated team, with the requisite security clearance to view the information, dealing with all filings that contain secured information.

4. Information as to state of central register

A person may inspect or request a copy of PSC information for a company that has elected to keep it on the public register. That person may ask the company to confirm that all required information has been delivered to the registrar. Failure to respond to such an enquiry is an offence.

4.1 Power of court to order a company to remedy default or delay

There is a power for the court to order rectification of the PSC information on the public register. The court may act where the name of the person has either been included or omitted, as a registrable person or RLE in relation to the company without sufficient cause; or where the company has failed, or has unnecessarily delayed, in notifying the registrar that a person has become, or ceased to be, a registrable person or RLE in relation to the company.

When a company decides it wants to start keeping its own register of PSCs once more (“withdrawal”) A company must give notice of withdrawal of the election to the registrar. The withdrawal is effective on registration by the registrar. On withdrawal, the company will need to maintain a register of PSC from that point onwards.

The company must enter all required information relating to current matters in its register. However, it doesn’t have to enter historic information from the period covered when the information was held on the public register at Companies House. (For example, the details of a person who has ceased to be a PSC during the election period.)

The company must annotate its PSC register to state that the election has been withdrawn, the date that the withdrawal took effect, and that information relating to the period of the election is available on the central register

4.2 PSC information on the public register during the period of an election

PSC details, including full date of birth, delivered to the registrar during the period of any election will still be available publicly even when the election has been withdrawn. The information is treated as part of the public register and is maintained as required under the Companies Act 2006. Usual residential addresses will never appear on the public register. Also, if a company has a PSC whose information is protected, none of their details will appear on the public register, regardless of an election.

5. Register of directors

Please be aware that once an election has been made the director’s full date of birth will be available on the public register to anyone who wishes to see, or make a copy of those details. This is not the case for a company that has not elected, where a director’s day of birth is withheld from public inspection, and only the month and year are public.

5.1 How to choose to keep directors information on the public register at Companies House (“election”)

You can elect whether to keep the company’s director information on the public register either: i) on incorporation, in which case the subscribers wishing to form the company must elect with the application to incorporate the company; or ii) an incorporated company can apply.

5.2 When the election takes effect

The election takes effect when it is registered by the registrar. An election remains in force until either a company ceases to be a private company or withdraws the election. During the period when an election is in force, an elected company does not have to keep a register of directors.

5.3 When an election is in force for the register of directors

The company must deliver information about its directors to the registrar to be made available on the public register at Companies House. The information to be delivered includes:

For a director that is a natural person:

• name and any former name
• a service address (which may be stated to be “the company’s registered office”)
• the country or state or part of the United Kingdom where he or she is usual resident
• nationality
• business occupation (if any), and
• full date of birth

For directors that are bodies corporate or firms, the register of directors will include:

• its corporate or firm name
• its registered or principal office
• in the case of a limited company incorporated and registered in the UK, its registration number - otherwise, the legal form of the company or firm and the law by which it is governed and, if applicable, where registered and its registration number

The company must also deliver directors’ information to the registrar in the following circumstances: i) new details whenever there is a change to a director’s information; and ii) when a person ceases to be a director of the company.

5.4 When a company decides it wants to start keeping its own register of directors (“withdrawal”)

A company must give notice of withdrawal of the election to the registrar. The withdrawal takes effect on registration by the registrar. On withdrawal, the company will then need to maintain a register of directors from that point onwards and notify the registrar of changes to that register.

5.5 Directors’ information on withdrawing the election

On withdrawal of an election, a company must enter in its register of directors all the director information relating to matters that are current and that are required to be contained in the register. The company is not required to enter information relating to the period when an election was in force that is no longer current (e.g. the details of a person who has ceased to be a director during the election period).

5.6 Directors’ information on the public register after the withdrawal of the election

Directors’ details, including full date of birth, delivered to the registrar during the period of any election will still be available publicly even when the election has been withdrawn, as the information is treated as part of the public register and is maintained as required under the Companies Act 2006.

6. Register of directors’ usual residential addresses

6.1 How to choose to keep directors’ usual residential addresses on the public register at Companies House (“election”)

You can elect whether to keep the company’s directors’ usual residential address information on the public register either: i) on incorporation, in which case the subscribers wishing to form the company must elect with the application to incorporate the company; or ii) an incorporated company can apply itself.

6.2 When the election takes effect

The election takes effect when it is registered by the registrar. An election remains in force until either a company ceases to be a private company or withdraws the election. During the period when an election is in force, a company does not have to keep a register of directors’ usual residential addresses.

6.3 When an election is in force for the register of directors’ usual residential addresses

The company has to deliver information about its directors’ usual residential addresses to the registrar at Companies House, including any changes to the registered information. The usual residential address isn’t available to the public to inspect, in the same way as it’s not available to the public if the company is keeping its own statutory register of directors’ usual residential addresses.

The information to be delivered is:

• the usual residential address of each of the company’s directors
• if a director’s usual residential address is the same as his service address (as stated in the company’s register of directors), the register of directors’ usual residential addresses need only contain an entry to that effect. This does not apply if his service address is stated to be “the company’s registered office”

6.4 When a company decides it wants to start keeping its own register of directors’ usual residential addresses once more (“withdrawal”)

A company must give notice of withdrawal of the election to the registrar. The withdrawal is effective on registration by the registrar. On withdrawal, the company will need to maintain a register of directors’ usual residential addresses from that point onwards and notify the registrar of any changes to it.

6.5 Directors’ usual residential address information on withdrawing the election

On withdrawal of an election, a company must enter in its register of directors’ usual residential addresses all the information relating to matters that are current that are required to be contained in that register. The company is not required to enter information relating to the period when an election was in force that is no longer current (eg the usual residential address details of a person who has ceased to be a director during the election period).

6.6 The directors’ usual residential address information registered during the period of the election

Usual residential address information delivered to the registrar will not be available for public inspection. This is in line with the inspection requirements for the register of directors’ usual residential addresses if kept by a company. Usual residential address information will be made available by the registrar to the following bodies: i) credit reference agencies, unless a successful application has been made to prevent disclosure to credit reference agencies under section 243 of the Companies Act 2006, and ii) specified public authorities eg the police.

7. Register of secretaries

7.1 How to choose to keep secretaries’ information on the public register at Companies House (“election”)

You can choose whether to keep the company’s secretary information on the public register either: i) on incorporation, in which case the subscribers wishing to form the company must elect, with the application to incorporate the company; or ii) an incorporated company can apply itself.

7.2 When the election takes effect

The election takes effect when it’s registered by the registrar. An election remains in force until either a company ceases to be a private company or withdraws the election. During the period when an election is in force, a company does not have to keep a register of secretaries.

7.3 When an election is in force for the register of secretaries

The company has to deliver information about its secretaries to the registrar, to be made available on the public register at Companies House.

The information to be delivered is:

• name and any former name;
• address, (this may be stated to be “The company’s registered office”)
• for secretaries that are bodies corporate or firms
  • its corporate or firm name
  • its registered or principal office
  • in the case of a limited company incorporated and registered in the UK, its registration number - otherwise, the legal form of the company or firm and the law by which it is governed and, if applicable, where registered and its registration number

The company must also deliver information to the registrar in the following circumstances:

• whenever there’s a change to a secretary’s details, the new details
• when a person ceases to be a secretary of the company

7.4 When a company decides it wants to start keeping its own register of secretaries once more (“withdrawal”)

A company must give notice of withdrawal of the election to the registrar. The withdrawal is effective on registration by the registrar. On withdrawal, the company will need to maintain a register of secretaries from that point onwards.

7.5 Secretaries’ information on the public register after withdrawal of the election

Secretaries’ information delivered to the registrar during the period of any election will still be available publicly even when the election has been withdrawn. The information is treated as part of the public register and is maintained as required under the Companies Act 2006.