Company books, also known as statutory books and registers, are essential records that every company must maintain. These books provide a comprehensive history of the company’s operations, ownership, and governance. Keeping these records up-to-date is not just a legal requirement but also a best practice for effective corporate management. Company books are the definitive record of the history a company irrespective of what is filed at Companies House.

What Are Company Books?
Company books include a collection of registers and documents that detail various aspects of a company’s structure and activities. Its components include:

  • Register of Members: Lists all shareholders and their shareholdings.
  • Register of Directors: Contains details of the company’s directors, including their residential addresses (which are not public record).
  • Register of Secretaries: If applicable as it is not a legal requirement for these to be a company secretary in appointment, this register lists the company secretaries.
  • Register of Charges: Records any charges or mortgages over the company or its assets including details of who benefits from any debentures over the Company or its assets, as well as key aspects of the debenture.
  • Share Certificates: Proof of ownership of shares issued by the company to each shareholder.
  • Register of Applications and Allotments: This shows when and where shares were allotted.
  • Register of People with Significant Control: This shows when people became registerable as someone with ‘significant control’ in the company, as well as the nature of the control they have been afforded.
  • Register of Transfers: This documents where shares were transferred to and from, as well as how much for.

Why Is It Important to Keep Company Books Updated?

  1. Legal Compliance: maintaining accurate and up-to-date company books is a legal requirement meaning that penalties and fines can follow for the company and its Directors should they not keep their books up to date.
  2. Transparency and Accountability: Updated company books ensure transparency in the company’s operations. They provide a clear record of decisions and changes, which is crucial for accountability and governance. It provides an easy-to-follow map of the changes through the history of the company.
  3. Facilitates Due Diligence: Accurate records are essential during due diligence processes, such as mergers, acquisitions, or audits. They provide potential investors or buyers with confidence in the company’s integrity and operational history.  The books can stand to prove legitimacy of ownership as well as ensure there are no hidden corporate governance related issues.
  4. Dispute Resolution: In case of disputes among shareholders or directors, company books serve as a reliable source of information to resolve conflicts. They provide evidence of ownership and decisions made, which can be critical in legal proceedings.
  5. Financial Management: Keeping detailed records helps in effective financial management. It ensures that all transactions are documented, aiding in accurate financial reporting and compliance with tax regulations.

How we can help
Maintaining company books is not just a bureaucratic formality but a cornerstone of good corporate governance and ensures compliance with company law. By keeping these records accurate and up-to-date, companies can ensure legal compliance, enhance transparency, facilitate smooth operations, and build trust with stakeholders. Regularly reviewing and updating company books is a best practice that every company should adopt to safeguard its interests and ensure long-term success.

Here at Fisher Jones Greenwood LLP, our corporate law team can assist in updating or even reconstituting your company books from scratch. Please contact the Corporate and Commercial team at Fisher Jones Greenwood LLP on 01206 835300 or contact us.