A UK limited company must keep sufficient records to explain its ownership, management, financial transactions and tax position.

These generally include:

  • Incorporation and constitutional documents
  • The register of members
  • Share issue and transfer records
  • Directors’ and shareholders’ decisions
  • Accounting records
  • Bank statements and invoices
  • Corporation Tax records
  • VAT records, where applicable
  • Payroll and employment records
  • Contracts, loans and asset documents

Different records have different retention periods. As a practical rule, most company and tax records should be kept for at least six years, although some documents must be retained for longer or permanently.

Why Must a Limited Company Keep Records?

Company records allow directors, shareholders, Companies House and HM Revenue and Customs to understand:

  • Who owns and controls the company
  • How company decisions were authorised
  • How much money the company received and spent
  • What assets and liabilities it has
  • How profits and taxes were calculated
  • Whether statutory filings are accurate
  • Whether directors have complied with their legal duties

The directors remain legally responsible for recordkeeping even when an accountant, bookkeeper or company formation agent manages the documents.

What Incorporation Documents Should Be Retained?

A company should keep its core formation and constitutional documents for its entire existence.

These include:

  • Certificate of incorporation
  • Memorandum of association
  • Articles of association
  • Incorporation application
  • Initial statement of capital
  • Initial shareholder details
  • Companies House authentication code
  • Registered email and office information
  • Any certificate of a company name change
  • Any amended articles or constitutional documents

These documents establish the company’s identity, legal structure and internal rules.

The Companies House authentication code should be stored securely because it can be used to submit filings on behalf of the company.

Must a Company Keep a Register of Members?

Yes. Every UK limited company must maintain its own register of members.

For a company limited by shares, this is also known as the register of shareholders. It should normally record:

  • Each member’s name
  • Each member’s address
  • The date the person became a member
  • The date a former member ceased to be a member
  • The number and class of shares held
  • The amount paid or treated as paid on the shares
  • Changes to each member’s shareholding

The register of members is generally the primary legal evidence of who owns the company. A share certificate or Companies House filing does not replace it.

Must Registers of Directors and PSCs Still Be Kept?

Since 18 November 2025, companies are no longer required to maintain separate internal registers of:

  • Directors
  • Directors’ residential addresses
  • Company secretaries
  • People with significant control

However, the company must still report this information to Companies House and keep it current.

The company should retain relevant supporting documents, including:

  • Director appointment and resignation records
  • Consents to act
  • Identity verification information
  • PSC notices and responses
  • Evidence used to determine beneficial ownership
  • Nominee or trust documents where applicable

Historical registers created under the previous rules should not be destroyed without checking the applicable retention requirements.

What Share Records Must Be Kept?

A company limited by shares should maintain a complete record of its share capital and ownership history.

Relevant records include:

  • Register of members
  • Share certificates
  • Applications for shares
  • Board resolutions approving allotments
  • Returns of allotment
  • Stock transfer forms
  • Share purchase agreements
  • Evidence of consideration paid
  • Documents recording share class rights
  • Dividend vouchers
  • Share buyback or redemption documents
  • Capital reduction records
  • Shareholder agreements
  • Declarations of trust or nominee agreements

These records should agree with the company’s articles, statutory accounts and Companies House filings.

Incomplete share records can cause serious problems when the company seeks investment, opens an account, pays dividends or is sold.

What Directors’ Decisions Must Be Recorded?

A company should keep minutes of directors’ meetings and records of directors’ written decisions.

Board records should normally show:

  • The date of the decision or meeting
  • The directors who participated
  • Any interests declared
  • The matters considered
  • Decisions made
  • Resolutions passed
  • Authority given to sign contracts or make payments

Examples of decisions that should be documented include:

  • Opening a business account
  • Borrowing money
  • Issuing shares
  • Approving a share transfer
  • Entering a major contract
  • Appointing an employee
  • Purchasing a substantial asset
  • Paying a dividend
  • Approving annual accounts
  • Changing the company’s business activities

Minutes of directors’ meetings should generally be retained for at least ten years.

What Shareholder Decisions Must Be Kept?

The company must keep records of decisions made by its members, including:

  • Minutes of general meetings
  • Written shareholder resolutions
  • Ordinary resolutions
  • Special resolutions
  • Decisions made by a sole member
  • Voting and poll records where relevant

These records may relate to:

  • Changing the company name
  • Amending the articles
  • Removing a director
  • Changing the share structure
  • Purchasing the company’s own shares
  • Reducing share capital
  • Approving certain director transactions
  • Closing or liquidating the company

Records of shareholder resolutions and meetings should generally be retained for at least ten years.

Some resolutions must also be filed with Companies House.

What Accounting Records Must a Company Keep?

Every company must keep adequate accounting records.

The records should be sufficient to:

  • Show and explain the company’s transactions
  • Disclose its financial position with reasonable accuracy
  • Identify money received and spent
  • Record assets and liabilities
  • Support the preparation of statutory accounts
  • Support Corporation Tax calculations

The required records generally include:

  • Sales invoices
  • Purchase invoices
  • Expense receipts
  • Bank statements
  • Payment processor statements
  • Cash records
  • Credit notes
  • Supplier statements
  • Customer balances
  • Loan records
  • Asset purchases and disposals
  • Stock records
  • Payroll information
  • Director’s loan account transactions
  • Share capital transactions
  • Foreign currency transactions

HMRC provides further details in its guidance on company and accounting records.

Must the Company Keep Business Bank Statements?

Yes. Bank and payment account statements are essential accounting evidence.

The company should retain statements for:

  • Current accounts
  • Savings accounts
  • Foreign currency accounts
  • Merchant accounts
  • Payment gateways
  • Business cards
  • Loan accounts
  • Online marketplace balances
  • Digital payment services

Transactions should be reconciled regularly against invoices, receipts and the accounting system.

A download from a banking dashboard may only be available for a limited period. Companies should save copies rather than assuming the provider will retain indefinite access.

What Records Are Needed for Company Expenses?

A company should retain evidence showing:

  • What was purchased
  • How much was paid
  • When the expense occurred
  • Who supplied the goods or services
  • Why the expense was incurred for the business
  • How payment was made
  • Whether VAT was charged
  • Whether there was any personal use

Suitable evidence may include:

  • Supplier invoices
  • Till receipts
  • Contracts
  • Travel tickets
  • Mileage logs
  • Hotel invoices
  • Subscription confirmations
  • Expense claim forms
  • Proof of payment

A card or bank statement alone may show that payment occurred but not necessarily establish the business purpose or VAT treatment.

What Director’s Loan Records Must Be Maintained?

Money moving between a director and the company should be recorded through a director’s loan account.

Records should distinguish between:

  • Money lent by the director to the company
  • Company expenses paid personally by the director
  • Money borrowed from the company
  • Salary payments
  • Expense reimbursements
  • Dividends
  • Repayments of earlier loans

Poor records can cause personal withdrawals to be treated incorrectly for tax purposes. The company should retain board approvals, loan agreements and interest calculations where relevant.

What Corporation Tax Records Must Be Kept?

The company should retain the records used to prepare its Company Tax Return and calculate its Corporation Tax liability.

These can include:

  • Statutory accounts
  • Company Tax Returns
  • Tax computations
  • Corporation Tax payment confirmations
  • Capital allowance calculations
  • Loss calculations
  • Interest and loan records
  • Expense schedules
  • Related-party transactions
  • Evidence supporting tax reliefs
  • Correspondence with HMRC
  • Notices to deliver a tax return
  • Details of amendments and disclosures

Company Tax records normally need to be kept for six years from the end of the relevant financial year.

Records may need to be retained longer if:

  • A transaction covers more than one accounting period
  • The company owns an asset expected to last longer than six years
  • A Company Tax Return was filed late
  • HMRC has opened a compliance check
  • A tax enquiry or dispute remains unresolved

What VAT Records Must Be Kept?

A VAT-registered company must generally retain:

  • VAT invoices issued
  • VAT invoices received
  • VAT credit and debit notes
  • VAT account
  • VAT return calculations
  • Import VAT statements
  • Export evidence
  • Reverse-charge calculations
  • Records of zero-rated and exempt sales
  • Records of goods taken for personal use
  • Bad-debt relief calculations
  • Partial exemption calculations, where applicable
  • Digital links and Making Tax Digital records

VAT records must generally be retained for at least six years.

Valid purchase invoices are particularly important because they provide the main evidence supporting input VAT claims.

What Payroll Records Must an Employer Keep?

A company that employs staff or pays directors through PAYE should retain:

  • Employee names, addresses and dates of birth
  • National Insurance details
  • Tax codes
  • Salary and wage calculations
  • Payroll reports
  • Payslips
  • PAYE submissions
  • P45 and P60 information
  • Benefits and expenses records
  • Pension contribution records
  • Statutory payment calculations
  • Student loan deductions
  • Timesheets and attendance records
  • Holiday and leave records
  • Employment contracts

PAYE records normally need to be kept for at least three years after the end of the tax year to which they relate. Other employment, pension or legal records may require a longer period.

What Employment Records Should Be Retained?

In addition to payroll records, an employer should maintain relevant personnel records, including:

  • Employment contracts
  • Right-to-work evidence
  • Job descriptions
  • Working-time records
  • Holiday records
  • Sick leave information
  • Pension enrolment records
  • Disciplinary and grievance documents
  • Performance records
  • Health and safety information
  • Training records
  • Termination documents

Personal employee information must be stored securely and retained only for as long as there is a lawful and necessary reason.

Tax, employment, immigration and health and safety rules can impose different retention periods.

What Contracts and Legal Documents Should Be Kept?

The company should retain all significant contracts and related correspondence, including:

  • Customer agreements
  • Supplier agreements
  • Property leases
  • Loan agreements
  • Security documents
  • Insurance policies
  • Intellectual property licences
  • Distribution agreements
  • Agency agreements
  • Data-processing agreements
  • Settlement agreements
  • Guarantees
  • Terms and conditions
  • Confidentiality agreements

The retention period should account for the length of the contract and the period during which a legal claim could arise.

Documents relating to property, long-term assets, intellectual property or continuing obligations may need to be kept permanently.

What Asset and Stock Records Are Required?

A company should maintain records of assets it owns or uses, including:

  • Purchase date
  • Purchase cost
  • Supplier
  • Description
  • Business use
  • Depreciation
  • Capital allowance treatment
  • Disposal date
  • Disposal proceeds

Stock records may need to show:

  • Stock purchased
  • Stock sold
  • Quantities held
  • Damaged or obsolete stock
  • Stock counts
  • Valuation method
  • Goods held by third parties

These records help support the balance sheet, taxable profit and insurance claims.

Must a Dormant Company Keep Records?

Yes. A dormant company still needs records relevant to its legal existence and ownership.

These may include:

  • Certificate of incorporation
  • Articles of association
  • Register of members
  • Share certificates
  • Director and PSC filings
  • Board and shareholder decisions
  • Companies House correspondence
  • Confirmation statements
  • Dormant accounts
  • Records showing that no significant accounting transactions occurred

A dormant company should also retain evidence of any permitted transactions, such as payments for shares on incorporation or Companies House filing fees.

Where Can Company Records Be Stored?

Records can generally be stored:

  • At the registered office
  • At a registered SAIL address
  • At the company’s business premises
  • With an accountant or professional adviser
  • In secure cloud storage
  • In compatible accounting software

Statutory inspection records, particularly the register of members, must be held at the registered office or registered SAIL address.

Accounting records can be kept elsewhere if the directors can access them when required and the location is suitable.

Can Company Records Be Electronic?

Yes. Most company records can be stored electronically if they are:

  • Complete
  • Accurate
  • Legible
  • Accessible
  • Securely backed up
  • Protected from unauthorised alteration
  • Capable of being reproduced when required

A company should not rely on a single device, email account or cloud provider without backups.

File names and folders should make records easy to locate by financial year, transaction and document type.

How Long Must Company Records Be Kept?

The retention period depends on the record.

Common minimum periods include:

  • Corporation Tax records: generally six years from the end of the relevant financial year
  • VAT records: generally at least six years
  • Private-company accounting records under company law: at least three years from the date made
  • Public-company accounting records: at least six years from the date made
  • Board and shareholder meeting records: generally at least ten years
  • PAYE records: generally at least three years after the end of the relevant tax year
  • Former-member information: generally retained in the register for the applicable statutory period
  • Core constitutional documents: normally kept permanently

Because tax requirements commonly extend beyond the minimum company-law period, retaining accounting records for at least six years is usually the safer practical policy.

What If Records Are Lost or Destroyed?

The company should take immediate steps to reconstruct missing records using:

  • Bank statements
  • Supplier copies
  • Customer invoices
  • Payment processor exports
  • Accounting software backups
  • Emails
  • Contracts
  • Companies House filings
  • Payroll reports

If records cannot be fully replaced, the company should tell HMRC where required and explain whether figures in a return are estimated or provisional.

Records should never be deliberately altered or recreated in a misleading way.

What Happens If a Company Does Not Keep Adequate Records?

Failure to maintain records can result in:

  • HMRC penalties
  • Incorrect tax assessments
  • Disallowed expenses or VAT claims
  • Companies House compliance action
  • Difficulty preparing annual accounts
  • Director prosecution or disqualification
  • Shareholder disputes
  • Failed banking or investment checks
  • Problems selling or closing the company

Directors may also find it difficult to demonstrate that they acted properly if important decisions were not documented.

Company Recordkeeping Checklist

A UK company should maintain:

  • Formation and constitutional documents
  • Register of members
  • Share certificates and transfer records
  • Director and shareholder decisions
  • Accounting ledgers
  • Sales and purchase invoices
  • Bank and payment statements
  • Expense receipts
  • Asset and stock records
  • Director’s loan records
  • Annual accounts
  • Corporation Tax returns and computations
  • VAT records, if registered
  • Payroll and employment records
  • Contracts, leases and insurance documents
  • Companies House and HMRC correspondence
  • Secure electronic backups

Frequently Asked Questions

Can an accountant keep all company records?

An accountant can maintain many records, but the directors remain responsible. Certain statutory records must be available at the registered office or SAIL address.

Must receipts be kept if the payment appears on a bank statement?

Yes. A bank statement usually does not show enough information to establish the nature, business purpose or VAT treatment of the expense.

Does a company need paper records?

Not usually. Electronic records are generally acceptable if they are complete, readable, secure and accessible.

Must a company keep records if it makes a loss?

Yes. Recordkeeping obligations apply regardless of whether the company makes a profit or loss.

Can old company records be deleted after six years?

Not automatically. Some documents must be retained for longer, including meeting minutes, long-term contracts, asset records and constitutional documents.

Who is responsible if the bookkeeper loses the records?

The directors remain legally responsible for ensuring that adequate records are maintained.

Final Answer

A UK limited company must keep complete records of its ownership, decisions, income, expenses, assets, liabilities and tax affairs.

The essential records include the register of members, share documents, meeting minutes, invoices, receipts, bank statements, annual accounts, tax returns and supporting calculations.

Most accounting and tax records should be kept for at least six years, while meeting records, constitutional documents and certain contracts may need to be retained for longer. Directors should maintain secure backups and regularly check that the records are accurate, accessible and consistent with Companies House and HMRC filings.

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