The terms ‘statutory’ and ‘company’ books and registers are often used interchangeably, but may mean different things depending on the context. In this briefing, partner Sally Johnston and associate Holly Robinson explain what is meant by these terms and how companies should comply with legal requirements.
The Companies Act 2006 imposes obligations on directors to maintain accurate records of a company’s corporate affairs. Some, but not all, records need to be made available for public inspection by registering them with Companies House.
The rules on record keeping and filing were reformed on 18 November 2025. In the guidance below, we answer the most common questions which come up about the new requirements and keeping statutory or company books. We set out which records you need to keep, where they ought to be stored, and how to maintain those records in an accurate and compliant manner.
1. What are statutory books and company registers? Are they the same thing?
Statutory registers
‘Statutory registers’ refer to various records, in the form of registers, that a company is required to keep by the Companies Act 2006 (i.e. statute).
These records are registers of certain information such as a company’s directors and shareholders. These must, by law, be kept accurate and up to date.
Company books
The term ‘company books’ is often used instead of ‘statutory registers’, but can also be interpreted more broadly to include records that a company keeps, and may even be required to keep by statute, but are not specific ‘registers’. These might include board minutes, records of shareholder resolutions, accounting records and constitutional documents.
If anyone asks you for ‘company books’, we’d suggest asking specifically what they mean. Often, they will mean the statutory registers but not always.
2. Which statutory registers do I need to keep, in what form and where?
Following the reforms, most statutory registers no longer need to be kept by the company itself since they are now centralised at Companies House.
Companies must now locally create and maintain a register of members.
The register of members is maintained by the company and is not filed at Companies House. Instead, it must be kept at the company’s registered office address or at a single alternative location available for the register to be inspected on request.
The register of members can be in any form, so long as it records all of the necessary information about the shareholders. So, it could be a PDF, an Excel or a Word document or even kept as a record in specific company secretarial software. An electronic document is acceptable and it does not need to be a hard copy document.
The information which needs to be included in the register of members is explained below.
The registers which are now maintained at Companies House are:
register of directors
register of directors’ residential addresses
register of secretaries
register of persons with significant control (PSC)
Companies must still provide up to date information to Companies House but companies do not need to keep these records locally. So, this information is now a filing obligation only.
3. How do I complete a register of members and what information needs to be recorded?
The register of members must be updated whenever there is a change to share ownership and should be completed when shares have been issued or transferred. The register can be kept and updated in electronic or paper form, so long as it is legible, secure and capable of being inspected and replicated.
The register of members must note:
the name and address of the company’s shareholders;
the shares they hold;
the dates on which share ownership begins and ends; and
the amount subscribed for the shares held by them.
One point to note is that if shares have been sold and stamp duty is payable, the register of members cannot be updated until the stamp duty has been paid and HMRC have acknowledged that the stamp duty has been settled.
Under section 126 of the Companies Act 2006, a company must not enter notice of any trust on its register of members, with the result that shares held on trust must be registered in the names and addresses of the legal owner(s) (being the trustee(s)) rather than by reference to any beneficiary or the fact that the shares are held on trust.
4. What about a company limited by guarantee?
A company limited by guarantee is also required to maintain a register of members (in fact it is even more vital as there is no record of membership maintained at Companies House).
For a company limited by guarantee the information is limited to each member’s name, address, the date on which they became a member and the date they ceased to be a member.
5. Which other company records do I need to keep, in what form and where?
Other corporate records which a company is required to keep include:
board minutes
shareholder minutes
resolutions
accounting records
constitutional documents
director service contracts
These records must be kept at the company’s registered office address or at a single alternative location available for inspection upon request.
The Companies Act 2006 is deliberately broadly drafted and does not require information to be recorded in a particular form. The records may be in paper or electronic form but the contents must be accurate, able to be replicated upon request, and be made accessible for inspection.
6. Who is allowed to access or inspect company records?
The rights for the public or even shareholders to access company records are very limited.
While directors have a general right to access the books and records of a company, those rights do not extend to shareholders.
It often surprises shareholders to find out that their rights to access the documents of the company are minimal. Shareholders have rights to access the annual accounts, shareholder resolutions, minutes of general meetings and copies of directors’ service contracts (or summaries of their terms) and (in some cases) information in relation to directors’ indemnities and loans.
There are statutory rights under the Companies Act 2006 for anyone (including shareholders) to inspect a copy of a company’s register of members or shareholders.
There is no general right for any person, whether or not they are a shareholder or member, to access the books and records of a company.
Key takeaways
It is important to keep statutory registers and other company records up to date. This includes those kept at Companies House and internally. This can be particularly important if you are entering into a due diligence process in advance of external investment or selling shares in the company.
Please contact our team if you need any help with your registers and records.
About Sally and Holly
Sally Johnston is a partner in the corporate and commercial team and has particular experience advising startup and scaling companies on all aspects of corporate and commercial law. Holly Robinson is an associate in the corporate and commercial team.
Get in touch
If you would like to speak with a member of the team you can contact our startups solicitors by telephone on +44 (0)20 3826 7550 or complete our enquiry form.
