What are statutory books?
A business’s statutory books contain the records of who the shareholders are in a company. Maintenance of the statutory books, registers and records is a duty of the company’s directors. A company’s statutory registers can be kept and maintained in hard copy or in an electronic format, as long as the requirements of the Companies Act 2006 are met. The register of shareholders (known as the register of members) should be held at either the registered office address or a Single Alternative Inspection Location (SAIL) address.
From 18 November 2025, companies are no longer required to maintain statutory registers for directors, directors’ residential addresses, secretaries, and persons of significant control (PSCs). This information must still be registered with Companies House where relevant and kept up to date. From this date also, companies can no longer elect to hold information about the company’s officers on the central register maintained by Companies House.
From 6 April 2013, the requirement for companies to maintain registers of charges was also removed. Charges made after 6 April 2013 are instead now registered at Companies House. Companies should note however that they are still required to maintain registers of charges created before 6 April 2013.
There are additional registers which a company may choose to keep in order to assist with record keeping, such as a register of allotments and a register of transfers, but these are not statutory registers.
As a matter of law, the register of members evidences who the shareholders of a company are, and what shares they hold. Consequently, it is really important that the shareholders are correctly listed in the register of members.
A company’s confirmation statement records that I’m a shareholder – is this sufficient evidence of legal ownership of the shares?
The short answer is no.
It’s really important not to rely on the information filed in a confirmation statement at Companies House as evidence of a company’s share capital and shareholders. Companies House is merely a record and does not substitute the requirement for a company to keep statutory books.
If a person is recorded as a shareholder on the confirmation statement but is not written up in a company’s register of members, then as a matter of law, that person may not be recognised as a legal shareholder of the company.
Legal ownership of shares of shares instead can be confirmed by reviewing the register of members. Once shares have been allotted or transferred, directors have a duty to update the register of members within a specified time period.
The importance of statutory books and records if you’re preparing for a sale of a company
As part of the due diligence process in any company sale, one of the key areas that a purchaser’s solicitor will be interested in is the statutory books and records. As the register of members set out who are the legal shareholders, then the purchaser will want to ensure that the sellers legally own, and therefore have the right to sell, those shares, and may also wish to review historical share transactions.
Ultimately, issues with statutory books can result in indemnities being required, or even in extreme circumstances can affect the sale price, so sorting out any anomalies early on can be invaluable in the long term.
What if a company does not have any statutory books and records or if they are not up to date?
If you are concerned that your company does not have, or has never had, any statutory books and records, or that they may have been lost or destroyed, or you are concerned that they may not be up to date, I would recommend that you get in contact with our Corporate Governance team.
Our specialists will be able to guide you in relation to the options, for example by way of updating or reconstituting the books, either with supporting documentation or by way of a Court order. We have a wealth of experience in dealing with these types of matters and can help you find a way forward.
How Moore Barlow can help you
If you are concerned about your statutory books, contact our corporate company secretarial team who will be able to guide you through the process.
