What Statutory Records Must a Limited Company Keep?

📋 The Essential Statutory Registers Every Company Needs

Every UK limited company is legally required to keep a set of "statutory books." These aren't just for internal use; they are the official legal proof of who owns and runs the company. While many modern companies keep these records digitally, they must be available for inspection if requested by shareholders or regulatory bodies. Failing to maintain these can result in the company and its officers being fined.

The Register of Members (Shareholders)

The Register of Members is arguably the most important document in your statutory books. It is the primary evidence of who owns shares in the company. Contrary to popular belief, a person is not officially a shareholder until their name is entered into this register, even if they have paid for the shares. You must record the name, address, the date they were registered, and the number and class of shares held.

The Register of Directors and Secretaries

This register identifies who is legally responsible for the company’s governance. You must maintain a Register of Directors including their full name, service address, country of residence, nationality, and date of birth. If your company has a secretary, a separate Register of Secretaries must be kept. Note that a director's residential address is kept in a separate, private register to protect their privacy.

The Register of Charges

If your company has taken out a loan or mortgage secured against its assets, this must be recorded in the Register of Charges. This provides transparency to potential creditors about the company's existing financial liabilities. While charges must also be registered at Companies House, keeping an internal record is a statutory requirement for charges created before April 2013, and it remains best practice for all companies today.

• Updates to the Register of Members must be made within two months of any share transfer.
• Directors' service addresses can be the company's registered office to keep home addresses off the public record.
• Even if a company is dormant, it must still maintain these basic statutory registers.
• A Register of Directors' Residential Addresses must be kept but is not open to public inspection.

🔍 Managing the People with Significant Control (PSC) Register

Introduced in 2016 to increase corporate transparency, the PSC Register tracks individuals who have a major influence over the company. Identifying your PSCs is a legal requirement, and failing to provide this information to Companies House is a criminal offense. You can read more about identifying these individuals in our guide on understanding the PSC register.

Who Qualifies as a PSC?

An individual is usually considered a Person with Significant Control if they hold more than 25% of the company's shares or voting rights. However, it also includes anyone who has the right to appoint or remove a majority of the board of directors, or anyone who otherwise exercises "significant influence or control" over the business. This can sometimes include trustees or legal entities rather than just individuals.

Updating the PSC Register

Your internal PSC register must always be up to date. When a change occurs—such as a shareholder selling their stake—you have 14 days to update your internal register and a further 14 days to notify Companies House. It is important to remember that even if you have no PSCs, you must still maintain a register stating that the company has determined there are no reportable individuals.

• PSCs are often the same as the shareholders, but not always.
• Failure to maintain an accurate PSC register can lead to a fine or up to two years in prison.
• Relevant Legal Entities (RLEs) must also be recorded if a company is owned by another company.

📊 Financial and Accounting Records: Beyond the Spreadsheet

Beyond the legal registers, a company must keep "sufficient" accounting records. These are necessary to show and explain the company's transactions and to enable the directors to ensure that any accounts prepared comply with the Companies Act. These records are vital for calculating Corporation Tax and VAT liabilities accurately.

Daily Financial Records

You must keep a record of all money received and expended by the company. This includes all sales and purchases, as well as a record of the assets and liabilities of the company. If your business deals in goods, you must also maintain records of stock held at the end of the financial year and the relevant stock takings used to verify those figures.

VAT and Payroll Documentation

If your company is VAT-registered, you must maintain specific VAT records, including a VAT account, purchase and sales invoices, and any import/export documentation. Similarly, if you have employees, you must keep payroll records, including details of salaries, bonuses, PAYE tax deducted, and National Insurance contributions. For more on administrative roles, see our post on the role of the company secretary.

• Keep all receipts and invoices, even for small "sundry" expenses.
• Bank statements are essential but do not replace the need for original invoices.
• Records should be organized in a way that an auditor can easily trace a transaction from start to finish.

🌍 Where to Keep Your Records: RO vs. SAIL Addresses

The law states that your statutory registers must be kept at your Registered Office (RO). This is the official address for the company as listed on the public register. However, many business owners prefer to keep their records at a different location for convenience or privacy. This is where the SAIL address comes into play.

The Single Alternative Inspection Location (SAIL)

A SAIL address is an alternative location where you can keep your statutory records and make them available for public inspection. This address must be in the same part of the UK as your registered office (e.g., if your company is registered in England and Wales, your SAIL must be in England or Wales). You must notify Companies House using Form AD02 if you decide to move your records to a SAIL. You can learn more about choosing a registered office here.

Digital vs. Physical Records

While historically these were "books," most companies now keep digital records. Companies House allows for this, provided the records can be printed if necessary and are protected against falsification. If you keep your records digitally, the "location" is considered to be the place where they can be accessed and viewed on a screen.

• You cannot split records; all statutory registers must be at the RO or all must be at the SAIL.
• The public has a right to inspect your registers (subject to a proper purpose) given 10 days' notice.
• Changing your RO or SAIL address requires immediate notification to Companies House.

⚡ Retention Rules: How Long Must You Keep Your Data?

Not all records need to be kept forever, but the retention periods vary depending on the type of document. HMRC and Companies House have different requirements, so it is usually safest to follow the stricter of the two to ensure you remain fully compliant during a potential audit.

The Six-Year Rule

For most financial and accounting records, the "golden rule" is six years from the end of the last financial year they relate to. This includes invoices, bank statements, and VAT records. HMRC can investigate back this far (and longer in cases of suspected fraud), so disposing of these documents too early can lead to significant penalties.

Permanent and Long-Term Records

Some records should be kept for much longer. Minutes of Board Meetings and General Meetings must be kept for at least 10 years. However, the Register of Members is generally kept for the life of the company, and even after a company is dissolved, it is recommended to keep these records for at least 20 years to resolve any potential legal disputes or historical claims.

• Accounting records for limited companies must be kept for 6 years.
• Minutes of meetings should be retained for 10 years per the Companies Act 2006.
• Employer's Liability Insurance certificates should be kept for 40 years (though this is a best practice, not a strict statutory requirement for all).
• If you buy equipment that will last more than 6 years, keep the records until the asset is disposed of.

✅ Action Steps: Your Compliance Checklist

Maintaining statutory records doesn't have to be overwhelming if you stay organized from day one. Follow these steps to ensure your company stays on the right side of the law:

• Audit your current books: Ensure your Register of Members and PSC Register are up to date with current shareholdings.
• Set up a filing system: Whether digital or physical, ensure all invoices and receipts are filed by financial year.
• Check your storage location: Confirm if your records are at your Registered Office or if you need to register a SAIL address.
• Mark your calendar: Set reminders for your Confirmation Statement filing, as this is when you confirm your record accuracy to Companies House. See our guide on how to file a confirmation statement for more details.

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