Further, every company must cause minutes of all proceedings at meetings of its directors to be recorded (per section 248(1) of the Companies Act 2006). 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).
(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:
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).