Under the current rules, an ordinary UK limited company must maintain its own register of members, also known as the register of shareholders.

Since 18 November 2025, companies are no longer required to maintain separate internal registers of directors, directors’ residential addresses, company secretaries or people with significant control. However, this information must still be reported to Companies House and kept up to date.

Additional registers or inspection records may be required depending on the company’s activities, financing arrangements and whether it is a private or public company.

What Is a Statutory Register?

A statutory register is an official company record required by legislation.

Statutory registers provide evidence of matters such as:

  • Who legally owns the company
  • When a person became or ceased to be a member
  • The shares held by each member
  • Certain company debts and securities
  • Interests disclosed in the shares of a public company

These records are separate from the public information maintained by Companies House.

A confirmation statement does not replace the company’s obligation to maintain its own register of members.

Which Register Must an Ordinary Private Company Maintain?

For most private companies limited by shares, the principal statutory register that must now be maintained internally is the:

  • Register of members

Depending on the company’s circumstances, it may also have:

  • A register of debenture holders
  • Historical registers created under previous rules
  • Records relating to company charges
  • Additional registers required because of specific transactions
  • Registers relevant to a public company

The company must also retain statutory records such as meeting minutes, resolutions and certain directors’ contracts, although these are not all technically described as registers.

What Is the Register of Members?

The register of members is the company’s legal record of its shareholders.

It should generally show:

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

Where shares are jointly owned, the register should contain the names of all joint holders.

For a company limited by guarantee, the register records the company’s members rather than shareholders and shareholdings.

Why Is the Register of Members Important?

The register of members is generally the primary legal evidence of who is a member of the company.

Other documents may support ownership, including:

  • Share certificates
  • Stock transfer forms
  • Share purchase agreements
  • Companies House filings
  • Confirmation statements
  • Board resolutions

However, those documents do not replace the register of members.

If a share transfer has been agreed and paid for but the new owner has not been entered in the register, the legal ownership position can become more complicated. This may affect voting, dividends, company sales and shareholder disputes.

Is the Register of Members the Same as Companies House Records?

No.

Companies House collects information about shareholders through incorporation documents, confirmation statements and share filings. However, the public register may not show every change immediately and is not a substitute for the company’s statutory register.

The company’s register of members should provide the complete ownership history required by law.

Companies should therefore update both:

  • Their internal register of members; and
  • The relevant Companies House information and filings.

What Changed in November 2025?

Before 18 November 2025, companies were generally required to keep several internal registers, including registers of directors, secretaries and people with significant control.

From 18 November 2025, companies no longer need to maintain separate registers of:

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

The information must instead be provided to Companies House and kept current on the central register.

The company must still maintain its own register of members. Companies House explains the changes in its guidance on company registers.

Does a Company Still Need to Report Its Directors?

Yes.

Removal of the internal register requirement does not remove the obligation to tell Companies House about directors.

The company must continue reporting matters such as:

  • The appointment of a director
  • A director’s resignation or removal
  • A change of name
  • A change of service address
  • A change in nationality
  • A change in country of residence
  • Other required personal details

New directors may also need to complete identity verification and provide a Companies House personal code.

The company should report changes within the applicable statutory deadline rather than waiting for its next confirmation statement.

Must the Company Maintain a PSC Register?

A company is no longer required to keep its own separate PSC register.

However, it must still:

  • Identify its people with significant control
  • Obtain and confirm the required information
  • Report PSC details to Companies House
  • Report changes in ownership or control
  • Keep the Companies House information accurate
  • Comply with applicable identity verification requirements

A company cannot leave its PSC information blank merely because no individual owns more than 25% of the shares. It must determine whether another PSC condition applies or submit the appropriate statement explaining its position.

Who Is Usually a Person With Significant Control?

A person may qualify as a PSC if they meet one or more statutory conditions, including:

  • Holding more than 25% of the company’s shares
  • Holding more than 25% of its voting rights
  • Having the right to appoint or remove a majority of the directors
  • Otherwise exercising significant influence or control
  • Exercising control over a trust or firm that meets another PSC condition

The beneficial owner and the registered shareholder may not always be the same person. Nominee arrangements, trusts and corporate ownership structures may therefore require additional analysis.

Must a Company Keep a Register of Secretaries?

No separate internal register of company secretaries is required under the rules in force since 18 November 2025.

However, if the company appoints a secretary, the appointment and required details must be reported to Companies House.

A company secretary is optional for most private companies but generally required for public limited companies.

What Is a Register of Debenture Holders?

A debenture is an instrument that acknowledges or creates company debt. It may be secured against the company’s assets.

A company is not necessarily required to create a register of debenture holders simply because it borrows money. However, if it maintains such a register, statutory inspection and copy requirements can apply.

The register may contain:

  • Names and addresses of debenture holders
  • The amount of debt held
  • Dates on which debentures were issued
  • Transfers of debentures
  • Details of the relevant debt instruments

Companies that issue debentures or grant security should obtain advice on their specific recordkeeping and Companies House filing obligations.

Must a Company Maintain a Register of Charges?

The current regime primarily requires qualifying charges to be registered with Companies House and the relevant charge instruments to be retained and made available where required.

A company may also have an older statutory register of charges relating to security created under previous legislation. Historical registers and documents should not be discarded merely because the filing regime has changed.

Relevant documents can include:

  • Loan agreements
  • Debentures
  • Legal mortgages
  • Charge instruments
  • Certificates of registration
  • Documents recording satisfaction or release

Most registrable charges must be submitted to Companies House within a limited period after their creation.

Are There Additional Registers for Public Companies?

Public limited companies may have additional recordkeeping obligations that do not normally apply to private companies.

Depending on the circumstances, these may include:

  • A register of interests disclosed in the company’s shares
  • Reports concerning investigations into interests in shares
  • Additional debenture records
  • Records connected with public share capital
  • Information required under securities and market rules

A listed company may also have obligations under financial-services, stock-exchange and market-abuse rules.

What Historical Registers Should a Company Retain?

A company may hold historical registers created before the law changed, including:

  • A register of directors
  • A register of directors’ residential addresses
  • A register of secretaries
  • A PSC register
  • A historic register of members
  • A register of charges
  • A register of debenture holders

The fact that some registers are no longer required to be actively maintained does not necessarily mean the old records should be destroyed immediately.

Historical records may still be relevant to:

  • Previous directorships
  • Share ownership disputes
  • Due diligence
  • Tax enquiries
  • Court proceedings
  • Company sales
  • Regulatory investigations
  • Past Companies House filings

The company should apply the relevant statutory retention periods and take professional advice before destroying historical registers.

What If the Register of Members Was Held at Companies House?

Private companies were previously able to elect to keep certain member information on the central Companies House register.

That option ended on 26 January 2026.

A company that previously used the central register must now:

  1. Create and maintain its own register of members.
  2. Enter the required information about current members.
  3. Retain any required historic register.
  4. Record where information from the election period can be found.
  5. Keep the register at its registered office or SAIL address.
  6. Make it available for lawful inspection.

The company should review the transition carefully to ensure that no ownership information is missing.

Where Must Statutory Registers Be Kept?

The register of members and other eligible inspection records must normally be kept at:

  • The company’s registered office; or
  • A registered single alternative inspection location.

A SAIL address must be:

  • A physical location
  • In the same UK jurisdiction as the registered office
  • Notified to Companies House
  • Suitable for making records available for inspection

For example, a company registered in Scotland cannot use a SAIL address in England.

Can Different Registers Be Kept at Different Locations?

A company may keep some eligible records at the registered office and others at its SAIL address.

However, an individual record should normally be kept in one location. It should not be divided between the registered office and the SAIL address.

The company must notify Companies House about:

  • The SAIL address
  • Which records are held there
  • Changes to the SAIL address
  • Records moved back to the registered office

Can Statutory Registers Be Electronic?

Yes. Statutory registers can generally be maintained electronically if they:

  • Contain all legally required information
  • Remain accurate and current
  • Can be inspected when required
  • Can be reproduced in a legible form
  • Are protected against unauthorised alteration
  • Are securely backed up

Using a spreadsheet or company secretarial platform does not automatically make a register compliant. The information, access arrangements and update procedures must still satisfy the legal requirements.

Who Can Inspect the Register of Members?

Members and members of the public can generally request access to the register of members.

A request should normally state:

  • The requester’s name and address
  • The purpose for which the information will be used
  • Whether the information will be shared
  • The identity and purpose of any intended recipient

The company may apply to a court if it believes the request is not made for a proper purpose. It should not ignore a valid request or reject it without following the statutory procedure.

Some other records have narrower inspection rights and may only be available to company members or specified persons.

Does the Register Show Beneficial Ownership?

Not necessarily.

The register of members generally identifies the legal or registered shareholder. If a nominee shareholder holds shares for another person, the nominee may appear in the register of members.

The beneficial owner may instead need to be identified through:

  • PSC information
  • A declaration of trust
  • A nominee agreement
  • Shareholder records
  • Anti-money-laundering documentation

A nominee arrangement does not remove the obligation to identify and report the person who ultimately owns or controls the company when the PSC rules apply.

When Should the Register of Members Be Updated?

The register should be updated when events such as the following occur:

  • New shares are issued
  • Shares are transferred
  • A member changes address
  • Shares are divided, consolidated or redesignated
  • Shares are redeemed or purchased by the company
  • A member dies
  • A corporate shareholder changes its name
  • A person ceases to be a member

Supporting documents should be checked before the register is amended.

A company should not change its ownership record solely on the basis of an informal instruction if the necessary transfer, board approval, payment or legal documentation is incomplete.

What Other Statutory Records Must Be Maintained?

Although not all are called registers, companies may also need to retain:

  • Minutes of directors’ meetings
  • Records of directors’ written decisions
  • Minutes of general meetings
  • Written shareholder resolutions
  • Copies of directors’ service contracts
  • Directors’ indemnities
  • Contracts for the purchase of the company’s own shares
  • Documents relating to share redemptions
  • Instruments creating company charges
  • Accounting records
  • Copies of annual accounts and tax returns

Meeting minutes and shareholder resolutions are generally retained for at least ten years.

Are Accounting Records Statutory Registers?

No. Accounting records are legally required company records, but they are not normally described as statutory registers.

Accounting records include:

  • Sales and purchase invoices
  • Bank statements
  • Expense receipts
  • Assets and liabilities
  • Stock records
  • Payroll information
  • VAT records
  • Director’s loan transactions
  • Share capital transactions

They can generally be kept at a location chosen by the directors, provided they remain secure and accessible to the company’s officers.

Who Is Responsible for Maintaining the Registers?

The company’s directors are responsible for ensuring that required registers and records are accurate and properly maintained.

An accountant, solicitor, company secretary or formation agent may perform the administrative work, but the directors remain legally responsible.

Directors should regularly check that:

  • New members have been entered correctly
  • Former members have been recorded
  • Shareholdings match the supporting documents
  • Companies House filings are consistent
  • PSC information is current
  • Records are available at the notified location
  • Electronic records are securely backed up

What Happens If a Company Does Not Maintain Its Registers?

Failure to maintain required records can result in:

  • The company and its officers committing an offence
  • Financial penalties
  • Court proceedings
  • Orders to correct the register
  • Disputes over legal share ownership
  • Problems paying dividends
  • Delays in business sales or investment
  • Failed bank or investor due diligence
  • Director disqualification in serious cases

An inaccurate register of members can be particularly damaging because it creates uncertainty over who is entitled to vote, receive dividends or sell the company.

Statutory Registers Checklist

A private limited company should confirm that it has:

  • A complete register of members
  • Accurate dates for joining and leaving members
  • Correct share numbers and classes
  • A record of amounts paid on shares
  • Supporting share certificates and transfer forms
  • Required historical registers
  • A register of debenture holders, if applicable
  • Relevant records of charges and security
  • A registered SAIL address if records are held away from the registered office
  • Procedures for lawful inspection requests
  • Up-to-date director, secretary and PSC information at Companies House
  • Secure backups of electronic registers

Frequently Asked Questions

Must a company still keep a register of directors?

No. Since 18 November 2025, a company does not need its own separate register of directors. Director information must still be filed with Companies House.

Must a company keep a PSC register?

No separate internal PSC register is now required, but the company must identify its PSCs and report accurate information to Companies House.

Must every company keep a register of members?

Yes. A limited company must maintain its own register of members, including companies that previously elected to keep member information at Companies House.

Is a shareholder list on Companies House sufficient?

No. The company must maintain its own complete register of members.

Can an accountant keep the register?

Yes, if the legal location and inspection requirements are satisfied. The directors remain responsible for its accuracy.

Does a dormant company need statutory registers?

Yes. A dormant company must still maintain the statutory records relevant to its structure.

Is a share certificate proof of legal ownership?

A share certificate is evidence of ownership, but the register of members is generally the primary legal record of membership.

Final Answer

Under the current UK rules, the essential statutory register for an ordinary private limited company is its register of members.

Since 18 November 2025, companies no longer need to maintain separate internal registers of directors, directors’ residential addresses, secretaries or people with significant control. That information must still be reported to Companies House and kept accurate.

Depending on its activities, a company may also maintain a register of debenture holders, historical charge records or additional registers required for public companies. All relevant records should be accurate, secure and available for inspection at the registered office or registered SAIL address.

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