• What is meant by company register?



• Is a company register legally necessary?



• Company formation agents (UK) and the company register. What documents do many company formation services fail to supply thereby putting you in breach of the law?



• Penalties for failure to keep certain documents usually found in the company register



• Company registration (UK)



• Why register a company?



• How do I register a company?

1. A set of company records (including various company registers), which all companies registered under the Companies Act 1985 in England, Wales or Scotland are required to have (and sometimes, people even refer to a mere folder/'book' which has the purpose of containing company register documents as as being a 'company register' or 'company register folder').
2. Also some people use the words ‘company register’ as a shorthand way of referring to the general topic of the registration of companies, when seeking information on that topic, and particularly when searching on the internet. (For example, in the same way that a person seeking information on the formation of companies might simply search by entering the word ‘companies form’.). For this concept, people also sometimes refer to a company name registration (but, in our view, that is somewhat misguided as not only the company name is being registered but also the company itself – the company name registration and the registration of the company are all part and parcel of the one process).

• a register of members (per section 352);
• a register of directors and secretaries (per section 288);
• a register of directors' interests (per section 325);
• a register of charges (per section 407); and
• minutes of proceedings of any general meeting of the company (per section 383).

Further, once the company has been registered and is up and running, all UK companies are required to cause minutes of all proceedings of company general meetings, all proceedings at meetings of the company’s directors and, where there are company managers, all proceedings at meetings of its company managers to be entered into books kept for that purpose (per section 382). It is usual and prudent also to keep a variety of other documents relating to the company, such as the Certificate of Incorporation issued by Companies House, copies of documents lodged at Companies House, the memorandum of association and the articles of association. UKcorporator includes various items of free guidance about such matters (for example, see the UKcorporator Resources button which appears at the top of every page of the UKcorporator site).

The abovementioned various records are frequently referred to as the ‘company register’ or sometimes as the ‘statutory books’.

Apart from the fines, the lack of a register of members, for example, can potentially affect the legal rights of the members of a registered company. It is in the interests of members / shareholders who register a company, to have their names recorded, as such, in the register of members. This is because under the Companies Act 1985, the register of members is prima facie evidence of any matters which are by the Act required or authorised to be inserted in the register – section 361. Share certificates (which UKcorporator will also provide you) are also important from a shareholder’s perspective in proving ownership of shares in a registered company. Also, the subscribers of the company’s memorandum of association are deemed to have agreed to become members of the company, and on the registration of the company are required by law to be entered as such in the register of members of the company – section 22(1) Companies Act 1985.

Some company registration agents (or as they are often called, company formation agents) supply their customers with a basic service, such as the Certificate of Incorporation, the Memorandum of Association and the Articles of Association, but none of the legally required registers. People who deal with those company registration agents (assuming they don’t obtain the registers from some other source) may be unwittingly exposing the registered company and themselves (assuming they also become a director or company secretary of the registered company) to quite substantial fines (see the table below).

COLUMN 1	COLUMN 2	COLUMN 3
Offence	Fine	Daily default fine for continued contravention
Default in complying with section 288 (keeping register of directors and secretaries)	£5,000	£500
Default in complying with section 325(1) (keeping a register of directors’ interests)	£5,000	£200
Default in complying with section 352(5) (keeping register of members and their particulars)	£1,000	£100
Default in complying with section 383(5) (keeping minutes of proceedings at company and board meetings, etc.)	£1,000	£100

(The relevant legislation with regard to the amount of the penalties is the Companies Act 1985, the Criminal Justice Act 1982, section 37(2) and the Magistrates Courts Act 1980, section 143.)

As regards ‘continued contravention’ mentioned above, this means that a person convicted of the offence after continued contravention is liable to a daily default fine; that is to say, he or she is liable on a second or subsequent summary conviction of the offence to the fine specified in Column 3 above, for each day on which the contravention is continued (instead of the penalty specified for the offence in the Column 2 above) – section 730(4) of the Companies Act 1985.

Turning now to the second sense of ‘company register’ mentioned earlier, namely that of company registration …

Technically, under the Companies Act 1985, there is a Registrar of Companies for England and Wales and a Registrar of Companies for Scotland.

If the company’s memorandum of association states that the registered office of the company is to be situated in England and Wales, or that it is to be situated in Wales, then the company’s memorandum of association and articles of association (if any) must be delivered to the Registrar of Companies for England and Wales – section 10(1)(a) Companies Act 1985.

However, if the company’s memorandum of association states that the registered office of the company is to be situated in Scotland, then the company’s memorandum of association and articles of association (if any) must be delivered to the Registrar of Companies for Scotland - section 10(1)(b) Companies Act 1985.

UKcorporator is an interactive online company formation system which will automatically and immediately generate, and electronically and immediately deliver, all of the legally required documents for the registration of a company, and all other documents which are legally required immediately following the company registration – including all of the required company registers. For more information about the documents which UKcorporator provides click here.

There are a variety of reasons why people register companies in the UK. The advantages of forming a limited liability company include the following:

• Limited liability – another page of this website contains a somewhat detailed discussion on limited liability as it relates to UK limited companies.
• Fundraising – some financiers / lenders are more comfortable lending to a registered company (i.e. a registered company with limited liability) than to a sole trader or a partnership of two or more people. Also, a registered limited company is able to raise equity capital by issuing shares.
• Prestige – many people feel that from a marketing perspective there is more prestige in trading as a registered company than as a sole trader or a partnership of two or more people.
• Perpetual succession – a registered company, at least in theory, can operate forever, whereas of course human beings eventually die.
• Taxation – registered companies may have taxation advantages in various circumstances. Individual taxation advice should be sought however.
• Flexibility in transferring ownership – shares in a registered private company limited by shares are a convenient means of transferring ownership of the registered limited company, either in whole or in part.
• Flexibility in business operations – registering limited companies allows one person or group of people to operate several businesses, each through a separate registered limited company. The assets of each business are thereby quarantined and accordingly if one business performs badly it should not affect the others - hence a good reason for registering a limited company.

One way of registering a company in the UK (any type) is to use UKcorporator (the provider of this information) - an automated online companies registration tool. However there are various other ways of registering a limited liability company in the UK (e.g. use a solicitor or an accountant etc. – for more information on the various different ways of registering companies in the UK click here).