Statutory registers for UK limited companies: what every founder must maintain
Your company's statutory registers — not the Companies House public record — are the legally authoritative records of your shareholders, directors, and PSCs. Here's what you need to keep, how to set them up, and what goes wrong when you don't.
Filing HQ Team
Author
If an investor walked into your office tomorrow and asked to inspect your register of members, could you produce it? For the majority of UK founders we speak to at Filing HQ, the honest answer is no. Some have never heard of a register of members. Others assume that the Companies House website is the register. A worrying number believe their accountant is keeping one somewhere, but have never actually checked.
Here is the reality that trips founders up: the public record at Companies House is not the legally authoritative record of your company. Your company's own statutory registers are. The Companies Act 2006 requires every UK limited company to maintain a set of internal registers covering shareholders, directors, people with significant control, and more. If those registers are incomplete, missing, or contradicted by what appears on the public record, it is the statutory registers that a court, an auditor, or HMRC will treat as definitive — and the gaps will land squarely on the directors.
This guide explains every register your company is required to keep, how to set them up from day one, what happens when they fall out of date, and how Filing HQ keeps them accurate so founders can stop worrying about compliance paperwork.
Not sure your statutory registers are up to date?
Filing HQ maintains your registers as part of every filing — director appointments, share issues, PSC changes, and more.
What are statutory registers and why do they matter?
Statutory registers are the formal, legally required records that every UK limited company must maintain under the Companies Act 2006. They record who owns the company, who runs it, who controls it, and what security interests exist over its assets. Think of them as the company's internal source of truth — the private, authoritative counterpart to the snapshot that Companies House publishes online.
The distinction matters because Companies House is a registry of notifications, not a registry of facts. When you file form AP01 to appoint a director, you are notifying Companies House that an appointment has already been made internally. The public record updates to reflect that notification, but the legally binding record of the appointment — who approved it, when it took effect, the director's residential address — lives in the company's own statutory registers, backed by the underlying board resolution and consent to act.
This is why investors, auditors, and acquirers always ask for statutory registers during due diligence. They know the Companies House record can lag, contain typos, or omit details that never needed to be publicly filed. Your registers are where the full, unedited picture sits.
Which statutory registers must a UK limited company maintain?
The Companies Act 2006 requires six core registers. Every private limited company must maintain these, regardless of size, turnover, or number of shareholders.
1. Register of members (shareholders)
Required under section 113 of the Companies Act 2006, the register of members records every person or entity that holds shares in the company. For each member, the register must include:
- Full name and address
- Date they became a member
- Date they ceased to be a member (if applicable)
- The number and class of shares held
- The amount paid or agreed to be paid on those shares
Every time you issue new shares or process a share transfer, the register of members must be updated. It is not enough to file the SH01 return of allotment with Companies House — that form notifies the registrar, but the register of members is what proves ownership if a dispute reaches court. The register must be kept at the registered office (or a SAIL address notified to Companies House) and be available for inspection by any member free of charge.
2. Register of directors
Required under section 162, this register records every person serving as a director of the company. The required details for an individual director mirror what is filed on form AP01:
- Full name and any former names used in the previous 20 years
- A service address (the public contact address)
- Country of usual residence
- Nationality
- Date of birth
- Business occupation (if any)
- Date of appointment and, if applicable, date of cessation
When you appoint a new director or remove an existing one, the register of directors must be updated on the same day the change takes effect. The register must also be available for public inspection at the company's registered office — though note that the date of birth shown in the register of directors may include the full date, unlike the Companies House public record, which redacts the day and shows only month and year.
3. Register of directors' residential addresses
Required under section 165, this is a separate, private register. It records the usual residential address of each director. Unlike the register of directors, it is not open to public inspection. Only the directors themselves, the company secretary (if one exists), and specified regulatory authorities (including HMRC, the Insolvency Service, and law enforcement) have a right of access.
This register exists because Companies House requires a residential address on the AP01 but keeps it confidential on the public record. The company must hold the same address internally. If a director's home address changes, both the internal register and the Companies House record must be updated.
4. Register of secretaries
Required under section 275, but only relevant if the company has actually appointed a company secretary. Private limited companies are not required to appoint a company secretary since the Companies Act 2006 came into force. If you have not appointed one, you do not need this register. Public limited companies (PLCs) must have a secretary and must maintain this register.
If you do voluntarily appoint a secretary, the register must record their name, address, date of appointment, and date of cessation.
5. PSC register (people with significant control)
Required under section 790M, the PSC register records every individual or entity that exercises significant control over the company. A person qualifies as a PSC if they meet one or more of the following conditions:
- Hold more than 25% of the company's shares
- Hold more than 25% of the company's voting rights
- Have the right to appoint or remove a majority of the board of directors
- Otherwise exercise, or have the right to exercise, significant influence or control over the company
- Have the right to exercise significant influence or control over a trust or firm that itself satisfies one of the above conditions
The PSC register must record each PSC's full name, date of birth, nationality, country of residence, service address, residential address, the date they became a PSC, and which of the above conditions they satisfy. Since 18 November 2025, PSCs must also have completed identity verification under the Economic Crime and Corporate Transparency Act (ECCTA), either directly via GOV.UK One Login or through an Authorised Corporate Service Provider (ACSP). Filing HQ's PSC verification service handles this alongside the PSC01 notification.
Changes to PSC details — a new PSC joining, an existing one ceasing to qualify, or a change in the nature of their control — must be notified to Companies House within 14 days using the appropriate PSC form, and the internal register must be updated accordingly. Our guide to PSC verification requirements covers the identity verification process in detail.
6. Register of charges
Required under section 876, this register records any security interests (charges) created over the company's assets — for example, a debenture granted to a lender, a fixed charge over equipment, or a floating charge over the company's undertaking. The register must include:
- A short description of the property charged
- The amount of the charge
- The name of the person or entity entitled to the charge
Most early-stage companies have no charges to register. But if you take on asset-backed lending, invoice financing, or certain types of investment, a charge is almost always part of the deal — and failing to register it can make the security void against a liquidator.
Accounting records: the obligation founders often overlook
While not technically a "register," accounting records are a closely related statutory obligation that catches founders out. Under section 386 of the Companies Act 2006, every company must keep adequate accounting records — sufficient to show and explain the company's transactions and disclose its financial position with reasonable accuracy at any time.
These records must be retained for at least six years from the end of the accounting period they relate to. That means bank statements, invoices, receipts, contracts, and payroll records from 2020 must still be accessible today. The obligation survives even if the company is dormant or has been struck off and restored.
If you are thinking about making your company dormant, the accounting records still need to be kept. If you are closing the company entirely, you should retain records for at least six years from the date of dissolution.
Incomplete registers cost more during due diligence than they ever cost to maintain.
How to set up your statutory registers from day one
The best time to set up your statutory registers is the day of incorporation. The second best time is today. Here is the practical sequence:
- Start with the register of members. Record the subscriber shareholders from the incorporation documents — their names, addresses, the shares they subscribed for, and the date of incorporation as the date they became members.
- Set up the register of directors. Record the initial director(s) named on form IN01 at incorporation, including all details that would appear on an AP01.
- Create the register of directors' residential addresses. Enter the residential address for each director. Keep this register physically or digitally separate from the public register of directors, since access is restricted.
- Establish the PSC register. Identify who qualifies as a PSC based on the initial shareholding structure. In most founder-led companies, the founder who holds more than 25% of shares is a PSC from day one.
- Create a register of charges. Even if empty, having the register ready means you will not forget to update it if the company takes on secured lending later.
- Store the registers at the registered office. The Companies Act requires most registers to be kept at the company's registered office or at a single alternative inspection location (SAIL) that has been notified to Companies House.
Registers can be kept in paper or electronic form — there is no prescribed format. A spreadsheet, a PDF, or a dedicated company-secretarial platform all satisfy the requirement, provided the information is complete and can be produced for inspection. Our guide on what to do after incorporating walks through the full post-incorporation setup, including registers.
What happens when statutory registers are wrong or missing
Founders tend to assume that nothing bad happens if the registers are a bit behind. In practice, the consequences range from embarrassing to expensive:
- Inspection rights. Under section 116, any member of the company has the right to inspect the register of members free of charge, and any person may inspect it on payment of a fee. Refusal to allow inspection is a criminal offence committed by every officer of the company who is in default. The same applies to the register of directors and the PSC register.
- Due diligence failures. Investors, acquirers, and lenders will request statutory registers as part of standard due diligence. Gaps, inconsistencies with the Companies House record, or missing registers entirely can delay or kill a deal — or result in price adjustments and indemnity claims in the sale agreement.
- Court-ordered rectification. Under section 125, any person aggrieved by information in the register of members (or an omission from it) can apply to the court for rectification. The court can order the register to be corrected and award damages.
- Director liability. Directors have a general duty of reasonable care, skill and diligence under section 174 of the Companies Act 2006. Persistent failure to maintain statutory registers is a breach of that duty and could expose directors to personal liability.
- Strike-off complications. If the company is struck off and later needs to be restored, the registrar and the court will want to see the statutory registers. Missing registers make administrative restoration (which already costs £468+) significantly more complicated and expensive.
Common mistakes founders make with statutory registers
- Assuming Companies House is the register. The most widespread mistake. The public record is a notification system, not the legal record. If your Companies House filings say one thing and your statutory registers say another (or do not exist), it is the statutory registers that courts treat as authoritative — and absent registers leave you with nothing to rely on.
- Not updating after share issues or transfers. Filing the SH01 or stock transfer form with Companies House is only half the job. The register of members must be updated on the same day shares change hands. A register of members that shows the incorporation shareholding three years after multiple funding rounds is a due-diligence red flag.
- Forgetting the PSC register. Many founders do not realise the PSC register exists as a separate obligation. They assume the PSC01 filing at Companies House covers it. It does not. The internal PSC register must be maintained alongside the public notification, and must be available for inspection at the registered office.
- Exposing residential addresses. The register of directors' residential addresses is private — but some founders accidentally include residential addresses in the general register of directors, which is publicly inspectable. Keep the two registers separate, and consider using a professional registered office address as the company's inspection location to add a layer of separation between the directors' personal details and public access.
- Losing the registers when changing agent or accountant. If your formation agent or accountant was holding the statutory registers, make sure you get them back before switching providers. We see companies where the previous agent held the only copy of the register of members, and the new directors have no idea what shares were issued to whom.
Keeping registers up to date: what triggers an update
Statutory registers are not a once-a-year task. They must be updated every time a relevant event occurs. Here are the most common triggers:
- New share allotment — update the register of members with the new shareholder, shares, and date
- Share transfer — update both the transferor's and transferee's entries in the register of members
- Director appointed or removed — update the register of directors and the register of directors' residential addresses
- Director's details change — name change, new service address, change of nationality or country of residence
- PSC joins, leaves, or changes nature of control — update the PSC register
- New charge created or existing charge satisfied — update the register of charges
- Company secretary appointed or removed — update the register of secretaries (if applicable)
The golden rule is simple: if you file a form with Companies House, you should be updating a statutory register at the same time. Filing HQ builds this into every service we offer. When we appoint a director, issue shares, or notify a PSC change, the statutory register update is part of the workflow — not an afterthought.
Confirmation statements and statutory registers
Your annual confirmation statement (form CS01) is the point where Companies House asks you to confirm that the information on the public register is correct. But here is the part most founders miss: the confirmation statement does not check or validate your internal statutory registers. It only asks whether the public record is accurate.
This means you can file a confirmation statement confirming everything is up to date at Companies House while your internal registers are months behind. The two obligations are separate. The confirmation statement is due every 12 months with a 14-day filing window, and the online fee is £50 (paper: £110). Our confirmation statement deadline guide covers the filing process in full. But do not let a clean confirmation statement lull you into thinking your internal house is in order.
Frequently asked questions
Can I keep statutory registers electronically?
Yes. The Companies Act 2006 does not prescribe a format. You can maintain your statutory registers as spreadsheets, PDFs, in dedicated company-secretarial software, or in any other electronic form — as long as the information is complete, accurate, and can be produced for inspection if requested. Many founders start with a simple spreadsheet and move to a more structured system as the company grows.
Who has the right to inspect my company's statutory registers?
It depends on the register. The register of members is open to inspection by any person (members inspect free of charge; others may be charged a prescribed fee). The register of directors and the PSC register are also publicly inspectable. The register of directors' residential addresses is not open to public inspection — only the company, its officers, and specified authorities (HMRC, law enforcement, the Insolvency Service) may access it.
Do I need a company secretary to maintain statutory registers?
No. Private limited companies are not required to appoint a company secretary (Companies Act 2006, s. 270). The responsibility for maintaining statutory registers falls on the directors. In practice, many founders delegate this to their formation agent, accountant, or a service like Filing HQ — but the legal responsibility remains with the directors regardless of who does the work.
What if my statutory registers do not match the Companies House record?
Discrepancies between internal registers and the Companies House record should be investigated and corrected as soon as they are discovered. If the internal register is correct and Companies House is wrong, file the appropriate form to update the public record. If the internal register is wrong, rectify it and note the correction. In a legal dispute, the statutory registers carry more weight than the public record — but a mismatch between the two creates doubt about both, which is the worst outcome during due diligence or litigation.
How long must I keep statutory registers after the company is dissolved?
The Companies Act does not prescribe a specific retention period for statutory registers after dissolution, but best practice is to keep them for at least six years — aligning with the accounting-records retention obligation and the limitation period for most civil claims. If the company is restored from the register after dissolution, the registers will be needed immediately.
Does Filing HQ maintain statutory registers as part of its services?
Yes. Every Filing HQ service that changes the composition of your company — director appointments, share issues, share transfers, PSC notifications — includes a statutory register update as a standard part of the workflow. Our annual compliance packages bundle register maintenance with confirmation statements and ongoing filings, so you never need to think about it separately.
Keep your statutory registers accurate without lifting a finger
- ✓ Every filing triggers an automatic register update — no gaps, no lag
- ✓ Investor-ready records that pass due diligence first time
- ✓ Annual compliance packages from confirmation statements to PSC verification
Most filings are completed within 24 hours. Your registers stay current without any extra effort.