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.
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: for the company's share ownership, the public record at Companies House is not the legally authoritative record. Your company's own register of members is. The Companies Act 2006 still requires every UK limited company to keep a register of its shareholders, and to keep copies of any charges over its assets. (Since 18 November 2025, ECCTA has moved the registers of directors, directors' residential addresses, secretaries and PSCs off the company's books and onto the central Companies House record — more on that below.) If your register of members is incomplete, missing, or contradicted by the public record, it is the register 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explains every register your company is required to keep, how to set them up from day one, what happens when they fall out of date, and how Filing HQ keeps them accurate so founders can stop worrying about compliance paperwork.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 a UK limited company keeps under the Companies Act 2006. The central one is the register of members, which records who owns the company; companies also keep copies of any charges over their assets. (The records of who runs and controls the company — directors and PSCs — moved to the central Companies House register on 18 November 2025.) Think of the register of members as the company's internal source of truth on share ownership — the private, authoritative counterpart to the snapshot Companies House publishes online.
The distinction matters because, for share ownership, Companies House is a registry of notifications, not a registry of facts. When you file an SH01 to allot new shares, you are notifying Companies House that an allotment has already been made internally. The public record updates to reflect that notification, but the legally binding record of who owns those shares lives in the company's own register of members, backed by the board resolution and the allotment paperwork.
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?
This is the area ECCTA changed most. Until late 2025, the Companies Act 2006 required companies to keep six internal registers. Since 18 November 2025, a company itself only has to keep the register of members (plus copies of any charge instruments). The registers of directors, directors' residential addresses, secretaries and PSCs are no longer company-kept — Companies House now holds that information centrally, and you keep it up to date there rather than in your own books.
The sections below cover each in turn: what the register of members must contain, and what is now held centrally instead.
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 — now held centrally
Until 18 November 2025 this register was required under section 162. Companies no longer keep their own register of directors — Companies House holds the central record instead. You still file director appointments and changes and keep them accurate there. The information held for an individual director mirrors 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, you must notify Companies House within 14 days. There is no longer a separate internal register of directors to maintain or make available for inspection — the public Companies House record (which shows only the month and year of birth) now serves that purpose.
3. Directors' residential addresses — now held centrally
Until 18 November 2025 the company had to keep this separate, private register under section 165. It is no longer a company-kept register. Companies House still holds each director's usual residential address (provided on the AP01) and keeps it confidential — it is not shown on the public register, and is released only to specified authorities such as HMRC, the Insolvency Service, and law enforcement.
If a director's home address changes, you update it with Companies House — there is no longer a parallel internal register to keep in step.
4. Register of secretaries — now held centrally
Until 18 November 2025 this register was required (under section 275) where a company had appointed a secretary. Companies no longer keep their own register of secretaries. Private limited companies are still not required to appoint a secretary at all — that has been optional since the Companies Act 2006 — and where one is appointed, their details (name, address, and dates of appointment and cessation) are filed with and held by Companies House rather than in an internal register.
5. PSC register — now held centrally
Until 18 November 2025 the company had to keep a PSC register under section 790M. Companies no longer keep their own PSC register — the people-with-significant-control information is held on the central Companies House record. 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 details held centrally for each PSC are their full name, date of birth, nationality, country of residence, correspondence 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. Our guide to PSC verification requirements covers the identity verification process in detail.
6. Copies of charge instruments
This is still a company-kept record. A company must keep available for inspection a copy of every charge instrument — the document creating any security over the company's assets, such as a debenture granted to a lender, a fixed charge over equipment, or a floating charge over the company's undertaking. (The old company-kept "register of charges" was replaced by this copies-of-instruments requirement when the charges regime was modernised in 2013; the charges themselves are registered at Companies House.) Each instrument will typically show:
- 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. This is the register you must keep going.
- Check the central record of directors and PSCs. Since 18 November 2025 you no longer keep your own registers of directors, residential addresses, secretaries or PSCs — but confirm the details Companies House holds (from your IN01 and any PSC notifications) are correct, and keep them up to date there.
- Keep copies of any charge instruments. If the company grants security over its assets, keep a copy of each charge document available for inspection. Most new companies have none to begin with.
- Store your records at the registered office. The register of members (and any charge instrument copies) must be kept at the company's registered office or at a single alternative inspection location (SAIL) 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.
- 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 £341+) 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.
- Letting the central record of directors and PSCs drift. Since these are no longer company-kept registers, the Companies House record now is the record — so keeping it accurate matters more than ever. Failing to file a director change or PSC change within 14 days means the official record itself is wrong, not just an internal copy.
- Putting a home address on the public record. A director's residential address is kept private by Companies House, but the service address and the registered office are public. Founders who use their home as either expose it. Consider a professional registered office address and service address to keep personal details off the public register.
- 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 — notify Companies House within 14 days (there is no longer an internal register to keep)
- Director's details change — name, service or residential address, nationality or country of residence — file the update with Companies House
- PSC joins, leaves, or changes nature of control — notify Companies House within 14 days
- New charge created or existing charge satisfied — register it at Companies House and keep a copy of the charge instrument
- Company secretary appointed or removed — notify Companies House
The golden rule for the register of members is simple: whenever shares are issued or transferred, update your register at the same time you file with Companies House. 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?
The register of members is open to inspection by any person (members inspect free of charge; others may be charged a prescribed fee). Director and PSC information is no longer held in company registers — it sits on the public Companies House record, which anyone can search for free. A director's residential address is not shown publicly and is released only to specified authorities (HMRC, law enforcement, the Insolvency Service).
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.