Register of directors’ interest in shares and debentures

Register of directors’ interest in shares and debentures

Register of directors’ interest in shares and debentures must be kept and updated regularly as part of your company’s statutory company registers.

It is a record of the extent to which your directors have invested personal wealth in your company and their dealing in securities. This is a matter which is of obvious interest to other shareholders. Interests of your directors’ spouses and their infant children must be included as well. Shadow directors are to be included too.

The meaning of interest in the context under the UK company law includes:

  • Interest under a trust
  • Interest owned by a company in which the director owns one-third of the voting rights, and
  • Entitlement to exercise any rights in shares.

Both acquisitions and disposals by sale or assignment must be recorded. Your directors’ rights to exercise share options must be included.

Register of directors’ interest in shares and debentures usually is kept your company’s registered office address. If your register is at a different address, your company must give notice to the Registrar of Companies of the place where your register is kept. You must submit the Companies House form AD02 to inform Companies House of your SAIL address.

The register must be available at your Annual General Meeting. It is not mandatory for your company to disclose whom is the ultimate controlling party of your company. However, the personal details of the person with significant control or influence of your company must be registered with Companies House and included in your Confirmation Statement.

Fines under Companies Act 2006

Fines under Companies Act 2006

Offences and fines under Companies Act 2006 apply to company registered with Companies House in the United Kingdom.

Companies House would impose fines or imprisonment or both if your company is guilty of an offence.

The standard scale fine

The fines follows the standard scale of fines of the Criminal Justice Act 1982 . It is often being referred to as “the standard scale”.

The standard scale of fines for summary offences are:

Level on the scaleAmount of fine
1£200
2£500
3£1,000
4£2,500
5£5,000

Failure to comply and maintain your company records according to Companies Act 2006 requirements would result of your company and your director, secretary, manager and officers in default.

Your company records include the following:

Register of interests in PLC shares

Register of interests in PLC shares

Register of interests is part of your company statutory registers that must be kept and maintained according to the Companies Act 2006. Part 22 of Companies Act 2006 gives power to a PLC to investigate who has an interest in its issued share capital.

Your company must record the following information when received the notice imposed under section 793 of the Companies Act 2006 in your Register of Interests within three days.

  1. The fact that the requirement was imposed and
  2. The date on which it was imposed, and
  3. The information received in pursuance of the requirement.

The information must be entered:

  • Against the name of the present holder of the shares in question,
  • If there is no present holder or the present holder is not known, against the name of the person holding the interest.

Your register must be made up so that the entries against the names entered in it appear in chronological order.

Place of inspection

If your Register of interests is not kept at your company’s registered office address. You must inform Companies House of your Single Alternative Inspection Location (SAIL) address, the address where of Register of interests is kept and made available for inspection.

You must inform Companies House if there is any changes to your registered office address or your SAIL address.

Fail to comply

The imprisonment and fines for failing to comply with request for and disclosure of information of your Register of interests under Section 814(3) of the Companies Act 2006 are:

Imprisonment Terms

On conviction on indictment, to imprisonment for a term not exceeding two years or a fine or both.

On summary conviction, the prison term and fine are outlined below.

CountryPrison termThe standard scale finesIf guilty
England and WalesA term not exceeding 12 monthsA fine not more than the statutory maximumEither or both
ScotlandA term not exceeding 6 monthsA fine not more than the statutory maximum
Either or both
Northern IrelandA term not exceeding 6 months A fine not more than the statutory maximum
Either or both

Your company will also be fined if you refused the inspection request made to your company with no good reasons. You also must not remove any entries in your Register of interests as and when you feel like it. It is illegal and you will be fined too for this.

Minutes of meetings

Minutes of meetings

Minutes of meetings for your company’s Annual General Meetings, often referred to as AGM, must be noted and kept with your company registers.

The minutes should record decisions made on various issues discussed during the AGM. The chairman should sign the minutes at the end of the meeting or in the next meeting.

Your shareholders (members) are entitled to see the minutes at the end of the meetings without charge and on payment of a small fee to receive copies.

The minutes should be in a form, whether paper or electronic, that is not vulnerable to changes after the event. It is suggested that they are bound copies rather than loose leaf pages.

Register of debenture holders

Register of debenture holders

Register of debenture holders must be kept and maintained when your company issue a debenture. This register must be made available for inspection at your company’s registered office or at your single alternative inspection location (SAIL) address.

Right to inspect

Any person wants to inspect your Register of debenture holders under section 744 of the Companies Act 2006 must made the request to your company with the following information.

  1. He/she must provide his name and address.
  2. For an organisation, the name and address of the person responsible for making the request on behalf of the organisation.
  3. The purpose for which the information is to be used
  4. if the information will be disclosed to any other person, then provide
    • the person’s name and address
    • if that person is an organisation, the name and address of that individual responsible for receiving the information on its behalf, and
    • the purpose for which the information is to be used by that person under S.744 (4) of the Companies Act 2006.

Comply with request

Your company must response to the request within 5 working days, either to comply with the request or apply to court for refusal of compliance. Your company must inform the person if you are making a court application.

Secretary duties

Secretary duties

The duties of a Company secretary are not specified by law but are usually detailed in the employment contract. No special qualification is required to hold the secretary position in a private limited company.

However, in a public limited company, the secretary must hold certain qualifications as specified in the Companies Act.

The main duties of a company secretary are that of responsible for maintaining the statutory company registers such as filing relevant forms with Companies House within stipulated dateline. This include:

  1. Submit Confirmation statement to Companies House within 14 days
  2. Ensure company accounts are filed with Companies House on time. For a private limited company, your accounts must be delivered within 9 months after the accounting year end and for a public limited company, your accounts must be filed within 6 months after their accounting year end.
  3. Send copies of resolutions and agreements to Registrar of Companies.
  4. Prepare and submit relevant Companies House forms for any changes in appointment or resignation of directors and company secretary, update registered office address and registered a charge with Companies House and so on.
  5. Maintain and update company registers
  6. Notify directors, members and auditors of meetings
  7. Prepare and keep copies of minutes of meetings
  8. Supply copies of company accounts to people entitled to receive them such as company directors, debenture holders, shareholders and every person who is entitled to receive your company accounts.
  9. Custody and keep safe of company seal
  10. Ensuring people entitled to do so can inspect the company registers.

Under the Companies Act 2006, a private limited company now no longer required to appoint a company secretary. This means that the duties of maintaining your company statutory registers are the responsibility of your company directors.

This further simplified the process of incorporating a private limited company. All that required to incorporate a limited company is a single person who can be the sole director and sole shareholder.

If your existing company resigns, you must file the Companies House form TM02 with Companies House and for new secretary appointment, you submit the form AP03.

Register of secretaries

Register of secretaries

Register of secretaries must be kept and maintained by limited company registered with Companies House in the United kingdom. Your company must deliver information about your company secretaries with Companies House. This information is made available on the public register at Companies House.

Your company secretaries’ details to be kept include:

For a person secretary

  • Name and any former name.
  • Address, (this may be stated to be “The company’s registered office”

For secretaries that are bodies corporate or firms,

  • its corporate or firm name
  • its registered or principal office
  • in the case of an EEA company, where it is registered and its registration number, otherwise, the legal form of the company or firm and the law by which it is governed and, if applicable, where registered and its registration number.

Your company must inform Companies House whenever there is a change to a secretary’s details, the new details; and when a person ceases to be a secretary of your company.

Appointment of company secretary for a public limited company is compulsory and the person to hold position must meet the required qualifications and experience set by law.

For a private limited company, the appointment of a secretary is optional.

Register of members

Register of members

Register of members is required by law to be kept and maintained by limited company registered with Companies House in the United Kingdom. Your register of members would keep details of your shareholders and this will include:

  • Shareholder’s name and address
  • When he/she become a shareholder of your company
  • If your shareholder ceased to hold any shares in your company, the date of this event.

Other information about each shareholder and will need to be kept up to date include:

  • The shares held by each member.
  • Each of your share must has a number
  • Where your company has more than one class of issued shares, by its class.
  • The amount paid or agreed to be considered as paid on the shares of each member.
  • If your company has converted any of its shares into stock, and given notice of the conversion to the registrar, the amount and class of stock held by each member instead of the amount of shares and the particulars relating to shares.
  • In the case of joint holders of shares or stock in your company, your company’s register of members must state the names of each joint holder. Joint holders are regarded for the purposes of this Chapter as a single member (so that the register must show a single address).
  • In the case of your company that does not have a share capital but has more than one class of members, with the names and addresses of the members, a statement of the class to which each member belongs.
  • Any changes to the information set out above.
  • Details of any transfer of shares.
  • Details of allotments of new shares.
  • Details of any shares held in treasury.

Your register of members must be kept at your registered office address or at single alternative inspection location (sail address).

Your limited company must give notice to the registrar of companies of your sail address where the registers kept if it is not kept at your company’s registered office.

Register of directors’ home address

Register of directors’ home address

Register of directors’ home address must be kept and maintain by limited company registered with Companies House in the united Kingdom. This register is different from that of your Register of directors.

The information to be maintained include:

  • The usual residential address of each of your company’s directors.
  • If your director’s usual residential address is the same as his service address, as stated in your company’s register of directors, your register of directors’ home addresses need only contain an entry to that effect. This does not apply if his service address is stated to be your company’s registered office.

Your directors’ home addresses must be kept as private and confidential.

Your company can only use this information to contact your director on matters related to Companies House unless your director has given his/her consent to use his/her residential address for other purposes or if so required by the court.

Your directors’ home addresses would not be published on Companies House website or be made available for public inspection.

However, Companies House will provide your directors’ home addresses to Credit Reference Agencies and Specified Public Authorities.

Your confirmation statement

Any changes to your director’s home address, must notify Companies House using the Form CH01 within 14 days and make sure your changes already accepted by Companies House when filing your confirmation statement.

Failed to maintain Register of directors’ usual home address

For limited company with registered office in England and Wales

Your company and all of your directors (this includes a shadow director) and company secretary is guilty of an offence under section 165 of the Companies Act 2006 is liable on summary conviction to a fine not exceeding level 5 on the standard scale and, for continued contravention, a daily default fine not exceeding one tenth of the greater of £5,000 or level 4 on the standard scale.

For limited company with registered office in Scotland and Northern Ireland

Your company and all of your directors (this includes a shadow director) and company secretary is guilty of an offence under section 165 of the Companies Act 2006 is liable on summary conviction to a fine not exceeding level 5 on the standard scale and, for continued contravention, a daily default fine not exceeding one tenth of level 5 on the standard scale.

This section applies only to directors who are individuals, not the corporate directors.

Register of directors

Register of directors

Companies House requires your limited company to keep and maintain a register of directors. The register is to be made available for inspection at your company’s registered office or at a Single Alternative Inspection Location (SAIL).

The information about each director to be kept includes:

For person director

  • Full name including any former name, if any.
  • A service address
  • Home address include the country of residence
  • Nationality
  • Business occupation
  • Date of birth

For corporate director

  • The company or the firm name
  • Its registered office or principal office
  • For EEA company, where it is registered and its registered number
  • For others, the legal form of the company or firm and the law by which it is governed and if applicable, where it was registered and its registration number.

Your company must register your director’s details with Companies House and any changes must also must be communicated with Companies House. This includes new director appointment and resignation and change of personal details.

You may use the standard company registers to maintain your limited company register of directors records. The registers booklet is organized into sections and printed in A4 size.

Your latest directors information is to be included in your company’s confirmation statement.

Failure to keep the register of directors

For company registered in England and Wales

Your company and all of your directors (this includes a shadow director) and company secretary is guilty of an offence under Section 162 of Companies Act 2006 is liable on summary conviction to a fine not exceeding level 5 on the standard scale and, for continued contravention, a daily default fine not exceeding one tenth of the greater of £5000 or level 4 on the standard scale.

For company registered in Scotland and Northern Ireland

Your company and all of your directors (this includes a shadow director) and company secretary is guilty of an offence under Section 162 of Companies Act 2006 is liable on summary conviction to a fine not exceeding level 5 on the standard scale and, for continued contravention, a daily default fine not exceeding one tenth of level 5 on the standard scale.

In the event of refusal of inspection of your register, the court may by order compel an immediate inspection of it.

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