Why statutory registers matter
Statutory registers record key information about a company’s ownership and governance (both historical and current), including details of share allotments and transfers (if any), directors, members or shareholders, secretaries, persons with significant control (PSC) and share or membership certificates. They provide an authoritative record of the individuals or corporate entities with an interest in the business and, as outlined below, determine the company’s legal membership.
Under section 112 of the Companies Act 2006 (CA06), a person is only legally recognised as a member of a company if their name is entered in the register of members. Without this entry, they (or the corporate entity) cannot exercise key membership rights, including voting at general meetings or approving written resolutions. Compliance is critical, as failure to maintain a register of members, or to comply with section 113 CA06, constitutes an offence for which the company and its officers may be liable to a fine.
Risks of poor record-keeping
Beyond statutory compliance, inadequate statutory registers can have serious consequences in future transactions. We frequently see share sales, business acquisitions and investment rounds delayed – or even fail entirely – due to incomplete or inaccurate records. Issues such as missed allotments, unrecorded transfers or inconsistent ownership records can create uncertainty, increase costs and introduce transactional risk.
Recent changes to statutory requirements
Following legislative changes effective from 18 November 2025, companies are no longer required to maintain certain registers locally, including the register of directors, directors’ residential addresses, secretaries and PSCs. These registers are now maintained centrally at Companies House, and companies must ensure that the relevant information is kept up to date in accordance with the enhanced filing obligations.
Further, while registers of share allotments, share transfers and share or membership certificates are not mandatory provided any relevant information is properly filed at Companies House, we strongly recommend that companies continue to maintain comprehensive internal records. Doing this provides a clear audit trail, reduces the risk of disputes and ensures a smoother due diligence process in the event of a sale, restructuring or external investment.
It should also be noted that the option for private companies to elect to hold their registers on the central register has also been removed, and statutory registers must now only be held at either a registered office address or a single alternative inspection location (SAIL).
How TWM can help
If you have any questions, require assistance with maintaining or reconstituting your statutory registers, or would like to review your corporate records ahead of a transaction, our Corporate and Commercial team can provide practical support and advice tailored to your business.
