The limited company records you need to keep

Lawpack on March 27, 2020

When running a limited company, you must maintain certain records about the company’s meetings, directors and shareholders. These are known as ‘statutory books’.

Statutory books are kept for the benefit of the shareholders and the general public.

The limited company records you must maintain are as follows:

  1. Register of Members.
  2. Register of Directors.
  3. Register of Secretaries (if a company secretary has been appointed).
  4. Register of Directors’ Interests. This records the limited company directors’ interests in shares or debentures of the company and its associated companies together with any interest of a spouse or child. This document is optional.
  5. Register of Charges. This records charges (i.e. financial liabilities or commitments) over the property of the limited company.

Each of the registers should be kept at the limited company’s registered office – although you can keep them at another location, in which case file Form AD02 – or, in certain circumstances, at another address within the country of incorporation; Companies House does require to be notified if certain registers, such as the register of members and the register of directors’ interests are kept outside the registered office.

Shareholders can inspect the statutory books free of charge, but the limited company may charge anyone else a nominal fee.

The limited company must also maintain accounting records. Your accountant will be able to advise you on the accounting records which need to be kept. In addition, copies of the directors’ service contracts, if any, and copies of any charges (loans secured on the company’s assets) must be kept by the limited company and be available for inspection to any member of the limited company.

Must the limited company have a minutes book?

A company minutes book is a record of board and shareholder meetings and can take the form of a file.

You are legally required to keep a minute book. Board meetings and shareholder meetings must be fully recorded in writing.

Written company resolutions must also be noted in a minute book.

Company minutes must be signed by a limited company director or chairman and filed in the minute book.

Remember that the limited company must maintain a continuous and up-to-date record of all its actions approved by shareholders and/or directors.

Get example templates for all your company minutes and resolutions.

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Issuing shares and share certificates

Lawpack on March 27, 2020

Once you receive a Certificate of Incorporation from Companies House your limited company is incorporated and you, as limited company directors, are free to start issuing shares and share certificates.

To discuss and agree on how you are going to issue shares and share certificates you will need to hold a meeting of all the limited company directors (called a ‘board meeting’). All board meeting decisions must be recorded in writing (called ‘board minutes’). Or, alternatively, all the limited company directors can sign a written resolution.

Issuing shares

The limited company directors should allot and issue one share of £1 each to each of the subscribers to the Memorandum of Association. If you have more than one company director, a majority of the limited company directors must agree to issue shares at the board meeting.

When you’re issuing shares, you don’t need to notify the allotment of the subscriber shares to Companies House. Companies House must be notified within one month of the allotment of any further shares.

Notification of the issue of shares is given by completing and filing Form SH01. You should complete yours according to your own requirements.

A Register of Members should be completed by the company secretary or a company director (if you have no company secretary) to show the one or two subscribers as members of the company.

If the limited company is a single-member company, the Companies Act requires that a statement to this effect be made in the Register of Members.

This statement normally reads as follows: ‘In accordance with company legislation the company has become a one-member private limited company with effect from [insert date] with the sole member being [insert name and address of member].’

Article: Issuing shares: Q&As

Issuing share certificates

To provide the shareholders with a title document to their shares, you will need to issue share certificates at the first board meeting. Each share certificate must include the following:

  • A share certificate number
  • The number of limited company shares
  • The name of the limited company
  • The name of the holder
  • The address of the holder
  • The number and type of limited company shares issued to the holder
  • The nominal value of the limited company shares
  • A statement of the extent to which the limited company shares are paid up

If your limited company has a company seal, this can be stamped on the share certificate in the presence of either:

  • Two limited company directors; or
  • One director and the company secretary; or
  • One company director, if you have just one company director and no company secretary.

If you don’t have a limited company seal, the share certificate can merely be signed by:

  • Two limited company directors; or
  • One director and the company secretary; or
  • One company director, if you have just one company director and no company secretary.

The share certificate should be dated on issue.

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