Company registers
All Private companies limited by shares incorporated and registered in England and Wales. must keep records.
Your A private company limited by shares incorporated and registered in England and Wales. must have Registers that a company is required by law to maintain and keep available for inspection by the public, including a register of members and register of directors. which are kept up to date, stored in the proper place, and available for inspection when a valid request is made. See Q&A 2 for further guidance.
There are also a number of other records your A private company limited by shares incorporated and registered in England and Wales. will generate day-to-day which must be kept properly (eg minutes of Meetings of a company’s directors., copies of Formal decisions made by the directors or members of a company, which bind the company once passed. passed, and copies of contracts with The directors of a company are the individuals who make up the company's board of directors. Directors may be natural persons or companies, but each company must have at least one director who is a natural person. The board is the main decision-making body of the company. ). See Q&A 3 for further guidance.
You should check your A private company limited by shares incorporated and registered in England and Wales. 's Also referred to as articles of association, a company’s articles are the main body of rules which govern how the company regulates its internal affairs (subject to certain overriding legal requirements). Important matters addressed in the articles include the division of powers between directors and shareholders, the composition and operation of the board of directors, matters relating to the holding and conduct of directors’ and shareholders’ meetings, and provisions relating to the transfer of shares. of association in case there are any additional record keeping requirements beyond the usual ones detailed in this section.
In most cases, failure to keep proper records is a criminal offence, punishable by a fine, and committed by both the A private company limited by shares incorporated and registered in England and Wales. and any In a company: A legally defined term used to refer to the director, company secretary or managers of a company. Officers of a company have certain duties and responsibilities towards the company and can be held liable for company law breaches. at fault.
Your A private company limited by shares incorporated and registered in England and Wales. must keep the following registers:
the A register which a company is required to keep containing particular details of each person who is a member of the company, including their name, address and date of registration. (see Q&A 11);
the Every company must keep a register of its directors, including particular details of each director. Failing to keep a register is an offence. (see Q&A 16);
the A register stating the usual residential address of each of the company's directors, which every company must keep. (note this is the only register that is not available for inspection) (see Q&A 19);
the If a company has appointed a company secretary it must keep a register detailing the particulars of that individual(s) or companies for inspection by the members of the company and other third parties, at their request. If a company has opted to keep that information at the Companies House central register it is not required to keep the register itself. (see Q&A 21); and
the Companies must keep a record of people with significant control. The register must include details of anyone with more than 25% shares or voting rights in the company; who can appoint or remove a majority of directors; or can influence or control the company. (or The register of people with significant control that a company is required to keep under the Companies Act 2006.) (see Q&A 27 and following).
At The legal process of forming a company., the contents of these registers will mirror the information you include in the application to register your A private company limited by shares incorporated and registered in England and Wales. . For further details on how such registers should be set-up, kept and maintained see Q&A 6 and following.
You may also choose to maintain other registers – for example a register of A share in the capital of a company (sometimes also referred to as stock, for example in relation to US companies). Shares in a company give to the holders, known as shareholders, rights in relation to that company such as to vote, to receive dividends and to a return of capital. Holders of shares in a company own that company and the company, not its shareholders, owns the company's assets. transfers, a register of A share in the capital of a company (sometimes also referred to as stock, for example in relation to US companies). Shares in a company give to the holders, known as shareholders, rights in relation to that company such as to vote, to receive dividends and to a return of capital. Holders of shares in a company own that company and the company, not its shareholders, owns the company's assets. allotments, a A register recording interests in shares and debentures of the company which are held by directors and their connected persons. There is no requirement for a company to keep such a register., a A company which issues debentures might maintain a register of those companies or individuals holding the debenture. There is no legal requirement to do this, but most companies will. If they do, they must keep the register available for inspection., and a A register kept by Companies House on which it includes details of charges created by companies, including copies of the documents creating the charges and whether the required information was delivered to Companies House in the form and within the timescale required by statute.. However, there is no legal requirement for new Private companies limited by shares incorporated and registered in England and Wales. to maintain such registers, and to minimise administration it may well be easier for you to simply maintain the core Registers that a company is required by law to maintain and keep available for inspection by the public, including a register of members and register of directors. listed above at The legal process of forming a company..
In addition to your Registers that a company is required by law to maintain and keep available for inspection by the public, including a register of members and register of directors. there are a number of copy documents that you must keep, most commonly:
accounting books and records including A type of invoice which VAT (Value Added Tax) registered businesses usually have to provide if they are selling to another VAT registered business. and receipts, bank records, contracts and Pay as you earn; the system of income tax collection used by employers. records;
a copy of every A contract setting out the terms upon which a director agrees to perform services for the company. or a written memorandum of its terms (see Directors' agreements). These must be kept and made available for inspection for at least one year from the date of termination or expiry of such In the context of a company, an agreement between a director or senior manager and the company, outlining the particulars of the services to be provided by the director or manager to the company and what he will receive in return. A director of a company who is also an employee is referred to as an executive director.;
a copy of any A statement made by the directors when a private company makes a payment out of capital to redeem or purchase its own shares. The statement confirms that the the company will still be able to pay its debts and carry on business for the year following the payment., A report made by a company's auditor to the company's members on all annual accounts of the company. , and accounting records;
a copy of every Security or protection provided by a company to one or more of its directors to protect the director from some types of loss or other legal responsibility for her actions as director. entered into by the A private company limited by shares incorporated and registered in England and Wales. to protect its The directors of a company are the individuals who make up the company's board of directors. Directors may be natural persons or companies, but each company must have at least one director who is a natural person. The board is the main decision-making body of the company. , or a written memorandum of their terms (see Directors' liabilities and insurance);
The written record of a board meeting. of The directors of a company are the individuals who make up the company's board of directors. Directors may be natural persons or companies, but each company must have at least one director who is a natural person. The board is the main decision-making body of the company. ' meetings, which must be kept for at least 10 years from the date of the meeting;
a record of unanimous or majority decision made by the The directors of a company are the individuals who make up the company's board of directors. Directors may be natural persons or companies, but each company must have at least one director who is a natural person. The board is the main decision-making body of the company. if your A private company limited by shares incorporated and registered in England and Wales. uses the The standard, default articles of association that a company can use. Articles set the rules that company officers must follow when running the company. of association;
minutes of A meeting of the company's shareholders or members. and copies of all other Formal decisions made by the directors or members of a company, which bind the company once passed. of the In relation to a company limited by shares, means persons whose names have been entered in the register of members of that company as shareholders in that company. (or The single shareholder (member) of a company, meaning that the company is owned by only one person.), which must be kept and made available for inspection for at least 10 years from the date of the A formal decision made by the directors or members of a company, which binds the company once it is passed. , meeting or decision;
a copy of any document creating or varying or amending a registrable charge eg documents granting Also known as a debenture, charge or mortgage, security over an asset or assets (such as cash, debts, real estate or equipment) is given by a borrower (and sometimes a third party such as a shareholder of the borrower) to a lender in case the borrower fails to make a payment due. Security is also used to refer to a personal guarantee of a borrower's payment obligations to a lender, typically given again by a shareholder and sometimes secured over the shareholder's personal assets. In the event of a borrower's failure to make a payment due to a lender, the lender will have the right to sell any asset secured or call in the guarantee. over A private company limited by shares incorporated and registered in England and Wales. property for the repayment of a debt; and
a copy of any contract for purchase by a A private company limited by shares incorporated and registered in England and Wales. of its own Shares in the capital of a company (sometimes also referred to as stock, for example in relation to US companies). Shares in a company give to the holders, known as shareholders, rights in relation to that company such as to vote, to receive dividends and to a return of capital. Holders of shares in a company own that company and the company, not its shareholders, owns the company's assets. or a written memorandum of its terms (if the contract is not writing) (see Buying back shares from existing shareholders).
Copies of these documents should be kept in hard-copy or electronic form (see Q&A 6) either at your An address a company is required to have, which must be in the same UK jurisdiction in which the company is registered, to which communications and notices may be sent. or an alternative location (An alternative address where a company keeps registers and records available for public inspection, which is not the company's registered office. Such an address must be notified to Companies House and is known as a single alternative inspection location, or SAIL.) (see Q&A 7).
In most cases, failure to keep proper records is a criminal offence, punishable by a fine, and committed by both the A private company limited by shares incorporated and registered in England and Wales. and any In a company: A legally defined term used to refer to the director, company secretary or managers of a company. Officers of a company have certain duties and responsibilities towards the company and can be held liable for company law breaches. at fault.
You have a legal requirement to keep specified A private company limited by shares incorporated and registered in England and Wales. records available for inspection and, in certain cases, to provide copies of those records on request.
See Q&A 53 and following for guidance on how to respond to requests to inspect your Registers that a company is required by law to maintain and keep available for inspection by the public, including a register of members and register of directors. and other A private company limited by shares incorporated and registered in England and Wales. records.
Unless your A private company limited by shares incorporated and registered in England and Wales. chooses to keep its Registers that a company is required by law to maintain and keep available for inspection by the public, including a register of members and register of directors. on the The registrar of all companies in the UK. Companies House incorporates and dissolves limited companies, registers the information companies are legally required to supply, and makes that information available to the public. In the company context, a public register of Companies House on which companies can choose to file certain information, such as the company's register of members, directors, secretaries or persons of significant control. (see Q&A 7 and Q&A 10), all your A private company limited by shares incorporated and registered in England and Wales. records should be kept in either hard copy or electronic form. The A private company limited by shares incorporated and registered in England and Wales. records can be arranged in the format and manner that the The directors of a company are the individuals who make up the company's board of directors. Directors may be natural persons or companies, but each company must have at least one director who is a natural person. The board is the main decision-making body of the company. think best.
If your A private company limited by shares incorporated and registered in England and Wales. records are kept electronically, they must be capable of being printed out. So long as you have a computer and a printer where your A private company limited by shares incorporated and registered in England and Wales. records are kept, it should be straightforward to comply with any request to inspect hard-copy A private company limited by shares incorporated and registered in England and Wales. records. Failure to keep your A private company limited by shares incorporated and registered in England and Wales. records in an appropriate form is an offence committed by every In a company: A legally defined term used to refer to the director, company secretary or managers of a company. Officers of a company have certain duties and responsibilities towards the company and can be held liable for company law breaches. at fault and is punishable by a fine.
For a new A private company limited by shares incorporated and registered in England and Wales. , a straightforward excel document that can be printed is often the easiest way to keep Registers that a company is required by law to maintain and keep available for inspection by the public, including a register of members and register of directors.. For template Registers that a company is required by law to maintain and keep available for inspection by the public, including a register of members and register of directors., you can use Company registers. The other copy documents that form your A private company limited by shares incorporated and registered in England and Wales. 's records can be kept in a separate ordered folder, either in hard-copy form or in printable pdf or word format on a computer.
See Q&A 7 as to where you should keep your A private company limited by shares incorporated and registered in England and Wales. records.
Your options for where you must keep your A private company limited by shares incorporated and registered in England and Wales. records differ slightly for your A private company limited by shares incorporated and registered in England and Wales. registers and the other records you are required to keep (eg Formal decisions made by the directors or members of a company, which bind the company once passed. , The written record of a board meeting. , other records). For guidance on the difference between the two, see Q&A 1.
Registers that a company is required by law to maintain and keep available for inspection by the public, including a register of members and register of directors.
You must keep your Registers that a company is required by law to maintain and keep available for inspection by the public, including a register of members and register of directors. in one of three places:
your A private company limited by shares incorporated and registered in England and Wales. 's An address a company is required to have, which must be in the same UK jurisdiction in which the company is registered, to which communications and notices may be sent.;
at an alternative inspection address of your choice known as a An alternative address where a company keeps registers and records available for public inspection, which is not the company's registered office. Such an address must be notified to Companies House and is known as a single alternative inspection location, or SAIL. or An alternative address where a company keeps registers and records available for public inspection, which is not the company's registered office. Such an address must be notified to Companies House and is known as a single alternative inspection location, or SAIL. for short; or
on the The registrar of all companies in the UK. Companies House incorporates and dissolves limited companies, registers the information companies are legally required to supply, and makes that information available to the public. In the company context, a public register of Companies House on which companies can choose to file certain information, such as the company's register of members, directors, secretaries or persons of significant control..
Other A private company limited by shares incorporated and registered in England and Wales. records
You must keep the other required A private company limited by shares incorporated and registered in England and Wales. records at either your An address a company is required to have, which must be in the same UK jurisdiction in which the company is registered, to which communications and notices may be sent. or a An alternative address where a company keeps registers and records available for public inspection, which is not the company's registered office. Such an address must be notified to Companies House and is known as a single alternative inspection location, or SAIL.. There is no option to keep them at The registrar of all companies in the UK. Companies House incorporates and dissolves limited companies, registers the information companies are legally required to supply, and makes that information available to the public..
See Q&A 8 for guidance on when you might want to use an alternative inspection location rather than your A private company limited by shares incorporated and registered in England and Wales. 's An address a company is required to have, which must be in the same UK jurisdiction in which the company is registered, to which communications and notices may be sent.. See Q&A 10 for guidance on using the The registrar of all companies in the UK. Companies House incorporates and dissolves limited companies, registers the information companies are legally required to supply, and makes that information available to the public. In the company context, a public register of Companies House on which companies can choose to file certain information, such as the company's register of members, directors, secretaries or persons of significant control. for your Registers that a company is required by law to maintain and keep available for inspection by the public, including a register of members and register of directors..
Note that you do not have to keep all of your A private company limited by shares incorporated and registered in England and Wales. records in the same place, but you must keep all your A private company limited by shares incorporated and registered in England and Wales. records of a particular type together; for example, you could keep copies of all your Formal decisions made by the directors or members of a company, which bind the company once passed. at your An address a company is required to have, which must be in the same UK jurisdiction in which the company is registered, to which communications and notices may be sent., but your A register which a company is required to keep containing particular details of each person who is a member of the company, including their name, address and date of registration. and your Every company must keep a register of its directors, including particular details of each director. Failing to keep a register is an offence. at your An alternative address where a company keeps registers and records available for public inspection, which is not the company's registered office. Such an address must be notified to Companies House and is known as a single alternative inspection location, or SAIL.. Or keep your Registers that a company is required by law to maintain and keep available for inspection by the public, including a register of members and register of directors. on the The registrar of all companies in the UK. Companies House incorporates and dissolves limited companies, registers the information companies are legally required to supply, and makes that information available to the public. In the company context, a public register of Companies House on which companies can choose to file certain information, such as the company's register of members, directors, secretaries or persons of significant control., and your other records at your An address a company is required to have, which must be in the same UK jurisdiction in which the company is registered, to which communications and notices may be sent..
It is an offence, punishable by a fine, committed by the A private company limited by shares incorporated and registered in England and Wales. and every In a company: A legally defined term used to refer to the director, company secretary or managers of a company. Officers of a company have certain duties and responsibilities towards the company and can be held liable for company law breaches. at fault, to fail to notify The registrar of all companies in the UK. Companies House incorporates and dissolves limited companies, registers the information companies are legally required to supply, and makes that information available to the public. of where you keep your registers unless they have always been kept at your A private company limited by shares incorporated and registered in England and Wales. 's An address a company is required to have, which must be in the same UK jurisdiction in which the company is registered, to which communications and notices may be sent..
Deciding to use a An alternative address where a company keeps registers and records available for public inspection, which is not the company's registered office. Such an address must be notified to Companies House and is known as a single alternative inspection location, or SAIL. (An alternative address where a company keeps registers and records available for public inspection, which is not the company's registered office. Such an address must be notified to Companies House and is known as a single alternative inspection location, or SAIL.) for any of your A private company limited by shares incorporated and registered in England and Wales. record keeping, rather than your A private company limited by shares incorporated and registered in England and Wales. 's An address a company is required to have, which must be in the same UK jurisdiction in which the company is registered, to which communications and notices may be sent., is usually a straightforward question of what is most convenient for your business.
An An alternative address where a company keeps registers and records available for public inspection, which is not the company's registered office. Such an address must be notified to Companies House and is known as a single alternative inspection location, or SAIL. is best if you want to keep your A private company limited by shares incorporated and registered in England and Wales. records yourself but do not want them to be held at your An address a company is required to have, which must be in the same UK jurisdiction in which the company is registered, to which communications and notices may be sent. address. For example, if your registered address is that of your professional adviser, or you use a An address a company is required to have, which must be in the same UK jurisdiction in which the company is registered, to which communications and notices may be sent. service provider at a prestigious location for your A private company limited by shares incorporated and registered in England and Wales. 's registered address, but your post is then forwarded to a more affordable address which houses your back-office functions (and therefore your records).
See Q&A 9 for further guidance on how to set-up and use a An alternative address where a company keeps registers and records available for public inspection, which is not the company's registered office. Such an address must be notified to Companies House and is known as a single alternative inspection location, or SAIL. for your A private company limited by shares incorporated and registered in England and Wales. records.
If you decide to use a An alternative address where a company keeps registers and records available for public inspection, which is not the company's registered office. Such an address must be notified to Companies House and is known as a single alternative inspection location, or SAIL., you cannot simply start keeping your A private company limited by shares incorporated and registered in England and Wales. records at any address you choose. You must:
Use an appropriate address:
it must be in the same part of the United Kingdom of Great Britain and Northern Ireland as the A private company limited by shares incorporated and registered in England and Wales. is registered (eg England or Wales); and
it must be a physical location where a person can go and inspect your A private company limited by shares incorporated and registered in England and Wales. records, ie a DX number will not be acceptable.
Notify The registrar of all companies in the UK. Companies House incorporates and dissolves limited companies, registers the information companies are legally required to supply, and makes that information available to the public. of the address of your An alternative address where a company keeps registers and records available for public inspection, which is not the company's registered office. Such an address must be notified to Companies House and is known as a single alternative inspection location, or SAIL. and which A private company limited by shares incorporated and registered in England and Wales. records you are keeping there using forms AD02 and AD03 (note that you can change back to keeping records at your An address a company is required to have, which must be in the same UK jurisdiction in which the company is registered, to which communications and notices may be sent. at any time by filing form AD04 at The registrar of all companies in the UK. Companies House incorporates and dissolves limited companies, registers the information companies are legally required to supply, and makes that information available to the public.). The registrar of all companies in the UK. Companies House incorporates and dissolves limited companies, registers the information companies are legally required to supply, and makes that information available to the public. must receive the notice within 14 days of you moving your records, otherwise the A private company limited by shares incorporated and registered in England and Wales. and every In a company: A legally defined term used to refer to the director, company secretary or managers of a company. Officers of a company have certain duties and responsibilities towards the company and can be held liable for company law breaches. at fault commits an offence punishable by a fine for each category of records that are stored without proper notification of their whereabouts.
Display your A private company limited by shares incorporated and registered in England and Wales. 's The name under which a company was registered, and which appears on its certificate of incorporation. If the company has recently changed its name, then its registered name will be the name on its most recent certificate of incorporation on change of name. (including Limited or Ltd) at your An alternative address where a company keeps registers and records available for public inspection, which is not the company's registered office. Such an address must be notified to Companies House and is known as a single alternative inspection location, or SAIL..
You should use clear signage, positioned so that it can be read by any visitor to your An alternative address where a company keeps registers and records available for public inspection, which is not the company's registered office. Such an address must be notified to Companies House and is known as a single alternative inspection location, or SAIL..
If you A share in the capital of a company (sometimes also referred to as stock, for example in relation to US companies). Shares in a company give to the holders, known as shareholders, rights in relation to that company such as to vote, to receive dividends and to a return of capital. Holders of shares in a company own that company and the company, not its shareholders, owns the company's assets. your An alternative address where a company keeps registers and records available for public inspection, which is not the company's registered office. Such an address must be notified to Companies House and is known as a single alternative inspection location, or SAIL. with 5 or more other Private companies limited by shares incorporated and registered in England and Wales. , you must either make your The name under which a company was registered, and which appears on its certificate of incorporation. If the company has recently changed its name, then its registered name will be the name on its most recent certificate of incorporation on change of name. available for inspection on a register by any visitor, or, if the location uses an electronic sign to display Private companies limited by shares incorporated and registered in England and Wales. ' names, your A private company limited by shares incorporated and registered in England and Wales. ’s The name under which a company was registered, and which appears on its certificate of incorporation. If the company has recently changed its name, then its registered name will be the name on its most recent certificate of incorporation on change of name. must be displayed for at least 15 continuous seconds every 3 minutes.
You do not have to display your A private company limited by shares incorporated and registered in England and Wales. name at your An alternative address where a company keeps registers and records available for public inspection, which is not the company's registered office. Such an address must be notified to Companies House and is known as a single alternative inspection location, or SAIL. if your A private company limited by shares incorporated and registered in England and Wales. has always been A dormant company is one which is not trading, has no income or other investments, and is not otherwise active. since The legal process of forming a company..
Failure to properly display your name without reasonable excuse is an offence committed by the A private company limited by shares incorporated and registered in England and Wales. and any In a company: A legally defined term used to refer to the director, company secretary or managers of a company. Officers of a company have certain duties and responsibilities towards the company and can be held liable for company law breaches. at fault, punishable by a fine.
If you subsequently wish to change your An alternative address where a company keeps registers and records available for public inspection, which is not the company's registered office. Such an address must be notified to Companies House and is known as a single alternative inspection location, or SAIL., the process and forms are the same as when you first register one.
You cannot have more than one An alternative address where a company keeps registers and records available for public inspection, which is not the company's registered office. Such an address must be notified to Companies House and is known as a single alternative inspection location, or SAIL. at any time.
As explained in Q&A 7, you have the additional option of keeping some or all of your A private company limited by shares incorporated and registered in England and Wales. 's Registers that a company is required by law to maintain and keep available for inspection by the public, including a register of members and register of directors. at The registrar of all companies in the UK. Companies House incorporates and dissolves limited companies, registers the information companies are legally required to supply, and makes that information available to the public. on the In the company context, a public register of Companies House on which companies can choose to file certain information, such as the company's register of members, directors, secretaries or persons of significant control.. In practice, most small Private companies limited by shares incorporated and registered in England and Wales. elect to keep their own Registers that a company is required by law to maintain and keep available for inspection by the public, including a register of members and register of directors. at their An address a company is required to have, which must be in the same UK jurisdiction in which the company is registered, to which communications and notices may be sent. or An alternative address where a company keeps registers and records available for public inspection, which is not the company's registered office. Such an address must be notified to Companies House and is known as a single alternative inspection location, or SAIL., rather than using this In the company context, a public register of Companies House on which companies can choose to file certain information, such as the company's register of members, directors, secretaries or persons of significant control..
The main points to be aware of before signing up to use the In the company context, a public register of Companies House on which companies can choose to file certain information, such as the company's register of members, directors, secretaries or persons of significant control. are:
There is additional bureaucracy involved in electing to use the The registrar of all companies in the UK. Companies House incorporates and dissolves limited companies, registers the information companies are legally required to supply, and makes that information available to the public. In the company context, a public register of Companies House on which companies can choose to file certain information, such as the company's register of members, directors, secretaries or persons of significant control. in the first place. For further guidance on the steps you will need to take, see Q&A 45. It is likely that keeping the Company registers maintained and up to date (see Q&A 6) will be more straightforward for your A private company limited by shares incorporated and registered in England and Wales. .
Using the In the company context, a public register of Companies House on which companies can choose to file certain information, such as the company's register of members, directors, secretaries or persons of significant control. does not reduce your legal obligation to keep your A private company limited by shares incorporated and registered in England and Wales. 's registers up to date. Instead of amending a register at hand, you instead must inform The registrar of all companies in the UK. Companies House incorporates and dissolves limited companies, registers the information companies are legally required to supply, and makes that information available to the public. that you have an amendment to make and wait for them to effect it. This can present legal problems for any action that must be recorded in your A private company limited by shares incorporated and registered in England and Wales. 's register in order to be legally completed, eg A share in the capital of a company (sometimes also referred to as stock, for example in relation to US companies). Shares in a company give to the holders, known as shareholders, rights in relation to that company such as to vote, to receive dividends and to a return of capital. Holders of shares in a company own that company and the company, not its shareholders, owns the company's assets. transfers which can be time sensitive.
If you use the In the company context, a public register of Companies House on which companies can choose to file certain information, such as the company's register of members, directors, secretaries or persons of significant control., you cannot monitor requests to inspect your A private company limited by shares incorporated and registered in England and Wales. 's records as the information is always available for the public to search online. Although you have a legal obligation to provide access to those entitled to inspect your A private company limited by shares incorporated and registered in England and Wales. records, having control of such records yourself allows you to monitor any requests to access and inspect the records (see Q&A 53 and following for how to deal with inspection requests).
You, or any individuals who are obliged to give their details for inclusion on a register (eg a The directors of a company are the individuals who make up the company's board of directors. Directors may be natural persons or companies, but each company must have at least one director who is a natural person. The board is the main decision-making body of the company. or secretary) may have Also known as a debenture, charge or mortgage, security over an asset or assets (such as cash, debts, real estate or equipment) is given by a borrower (and sometimes a third party such as a shareholder of the borrower) to a lender in case the borrower fails to make a payment due. Security is also used to refer to a personal guarantee of a borrower's payment obligations to a lender, typically given again by a shareholder and sometimes secured over the shareholder's personal assets. In the event of a borrower's failure to make a payment due to a lender, the lender will have the right to sell any asset secured or call in the guarantee. concerns about the ease of access to their details (although note that your A private company limited by shares incorporated and registered in England and Wales. 's A register stating the usual residential address of each of the company's directors, which every company must keep. is not publicly available).
See Q&A 44 for further guidance on how to set-up and use the The registrar of all companies in the UK. Companies House incorporates and dissolves limited companies, registers the information companies are legally required to supply, and makes that information available to the public. In the company context, a public register of Companies House on which companies can choose to file certain information, such as the company's register of members, directors, secretaries or persons of significant control. to keep your A private company limited by shares incorporated and registered in England and Wales. 's Registers that a company is required by law to maintain and keep available for inspection by the public, including a register of members and register of directors..
Yes.
You must keep and maintain a register of your A private company limited by shares incorporated and registered in England and Wales. 's In relation to a company limited by shares, means persons whose names have been entered in the register of members of that company as shareholders in that company., known as your A register which a company is required to keep containing particular details of each person who is a member of the company, including their name, address and date of registration.. Failure to do so is an offence committed by both your A private company limited by shares incorporated and registered in England and Wales. and any In a company: A legally defined term used to refer to the directors, company secretary or managers of a company. Officers of a company have certain duties and responsibilities towards the company and can be held liable for company law breaches. at fault.
As soon as your A private company limited by shares incorporated and registered in England and Wales. is The legal process to have formed a company., you must either:
keep a hard copy or electronic A register which a company is required to keep containing particular details of each person who is a member of the company, including their name, address and date of registration. at your An address a company is required to have, which must be in the same UK jurisdiction in which the company is registered, to which communications and notices may be sent. or An alternative address where a company keeps registers and records available for public inspection, which is not the company's registered office. Such an address must be notified to Companies House and is known as a single alternative inspection location, or SAIL. (see Q&A 6 and Q&A 8); or
keep its A register which a company is required to keep containing particular details of each person who is a member of the company, including their name, address and date of registration. on the The registrar of all companies in the UK. Companies House incorporates and dissolves limited companies, registers the information companies are legally required to supply, and makes that information available to the public. In the company context, a public register of Companies House on which companies can choose to file certain information, such as the company's register of members, directors, secretaries or persons of significant control. (see Q&A 10 and Q&A 44).
In the highly unlikely event that your A private company limited by shares incorporated and registered in England and Wales. has more than 50 In relation to a company limited by shares, means persons whose names have been entered in the register of members of that company as shareholders in that company. at The legal process of forming a company., it must also keep an index of all their names (unless your register is already in an indexed form).
For a template A register which a company is required to keep containing particular details of each person who is a member of the company, including their name, address and date of registration. for use by your A private company limited by shares incorporated and registered in England and Wales. , see Company registers.
See Q&A 12 for information you must include in your A register which a company is required to keep containing particular details of each person who is a member of the company, including their name, address and date of registration..
The information to be entered on the A register which a company is required to keep containing particular details of each person who is a member of the company, including their name, address and date of registration. is:
the name and contact address of each In relation to a company limited by shares, means a person whose name has been entered in the register of members of that company as a shareholder in that company., and in the case of joint holders of Shares in the capital of a company (sometimes also referred to as stock, for example in relation to US companies). Shares in a company give to the holders, known as shareholders, rights in relation to that company such as to vote, to receive dividends and to a return of capital. Holders of shares in a company own that company and the company, not its shareholders, owns the company's assets. , the name of each holder;
the date each person became a In relation to a company limited by shares, means a person whose name has been entered in the register of members of that company as a shareholder in that company.;
the date each person ceased to be a In relation to a company limited by shares, means a person whose name has been entered in the register of members of that company as a shareholder in that company. (if relevant);
the number and class of the Shares in the capital of a company (sometimes also referred to as stock, for example in relation to US companies). Shares in a company give to the holders, known as shareholders, rights in relation to that company such as to vote, to receive dividends and to a return of capital. Holders of shares in a company own that company and the company, not its shareholders, owns the company's assets. held by each In relation to a company limited by shares, means a person whose name has been entered in the register of members of that company as a shareholder in that company.; and
the amount paid (or credited as paid) for each A share in the capital of a company (sometimes also referred to as stock, for example in relation to US companies). Shares in a company give to the holders, known as shareholders, rights in relation to that company such as to vote, to receive dividends and to a return of capital. Holders of shares in a company own that company and the company, not its shareholders, owns the company's assets. , including any premium.
For a template A register which a company is required to keep containing particular details of each person who is a member of the company, including their name, address and date of registration. for use by your A private company limited by shares incorporated and registered in England and Wales. , see Company registers.
If you are completing the A register which a company is required to keep containing particular details of each person who is a member of the company, including their name, address and date of registration. at The legal process of forming a company., it is simply a case of transcribing the relevant (In company) A shareholder in a company at incorporation. information from the application to register your A private company limited by shares incorporated and registered in England and Wales. , to ensure both correspond with one another.
Any changes to the details in your A register which a company is required to keep containing particular details of each person who is a member of the company, including their name, address and date of registration. must be recorded. For guidance on when you need to update your A register which a company is required to keep containing particular details of each person who is a member of the company, including their name, address and date of registration., see Q&A 13.
If your A private company limited by shares incorporated and registered in England and Wales. has more than one A group of shares with identical rights. Companies using the default model articles will only have one class of ordinary shares. If a company creates or issues shares with different rights (for example, non-voting shares) each type of share will form a separate class. at The legal process of forming a company., a separate entry needs to be made in the A register which a company is required to keep containing particular details of each person who is a member of the company, including their name, address and date of registration. for each class of A share in the capital of a company (sometimes also referred to as stock, for example in relation to US companies). Shares in a company give to the holders, known as shareholders, rights in relation to that company such as to vote, to receive dividends and to a return of capital. Holders of shares in a company own that company and the company, not its shareholders, owns the company's assets. held by a particular In relation to a company limited by shares, means a person whose name has been entered in the register of members of that company as a shareholder in that company..
A member's name may therefore appear multiple times in the A register which a company is required to keep containing particular details of each person who is a member of the company, including their name, address and date of registration..
For example, if Alan incorporates a A private company limited by shares incorporated and registered in England and Wales. and holds 100 Shares that do not have any special rights attaching to them. If a company only has one class of shares, they will usually be ordinary shares. Ordinary shares do not give the holder any preferential or priority rights - usually they include rights to attend general meetings and vote, the right to a dividend and the right to a share of capital. There can be different classes of ordinary shares, each having different rights. For example A ordinary shares with the right to vote and participate in profits and capital; and B ordinary shares with the right to participate in profits and capital but not the right to vote. and 100 Shares which usually have more limited voting rights than ordinary shares, but with a right to receive a fixed dividend and/or amount of capital on the company winding up, which is paid before any payment to the ordinary shareholders. at The legal process of forming a company., there should be two separate entries for Alan in the A register which a company is required to keep containing particular details of each person who is a member of the company, including their name, address and date of registration. (one for the Shares that do not have any special rights attaching to them. If a company only has one class of shares, they will usually be ordinary shares. Ordinary shares do not give the holder any preferential or priority rights - usually they include rights to attend general meetings and vote, the right to a dividend and the right to a share of capital. There can be different classes of ordinary shares, each having different rights. For example A ordinary shares with the right to vote and participate in profits and capital; and B ordinary shares with the right to participate in profits and capital but not the right to vote. and one for the Shares which usually have more limited voting rights than ordinary shares, but with a right to receive a fixed dividend and/or amount of capital on the company winding up, which is paid before any payment to the ordinary shareholders.).
If your A private company limited by shares incorporated and registered in England and Wales. fails to keep an accurate and up to date A register which a company is required to keep containing particular details of each person who is a member of the company, including their name, address and date of registration., both the A private company limited by shares incorporated and registered in England and Wales. itself and every In a company: A legally defined term used to refer to the director, company secretary or managers of a company. Officers of a company have certain duties and responsibilities towards the company and can be held liable for company law breaches. at fault for the failure commits a criminal offence punishable by a one-off fine currently capped at £1,000 and a continuing daily fine until the default is rectified.
For guidance on in what form and where your A private company limited by shares incorporated and registered in England and Wales. should keep its A register which a company is required to keep containing particular details of each person who is a member of the company, including their name, address and date of registration., see Q&A 6 and Q&A 7.
You will need to update your A private company limited by shares incorporated and registered in England and Wales. 's A register which a company is required to keep containing particular details of each person who is a member of the company, including their name, address and date of registration. when any changes occur to your A private company limited by shares incorporated and registered in England and Wales. 's The total nominal value of a company's shares. References to a company’s share capital can be read as references to all of that company’s shares. , or if a In relation to a company limited by shares, means a person whose name has been entered in the register of members of that company as a shareholder in that company.'s name or contact address changes. This will include when:
Shares in the capital of a company (sometimes also referred to as stock, for example in relation to US companies). Shares in a company give to the holders, known as shareholders, rights in relation to that company such as to vote, to receive dividends and to a return of capital. Holders of shares in a company own that company and the company, not its shareholders, owns the company's assets. are transferred (see Transferring shares);
new Shares in the capital of a company (sometimes also referred to as stock, for example in relation to US companies). Shares in a company give to the holders, known as shareholders, rights in relation to that company such as to vote, to receive dividends and to a return of capital. Holders of shares in a company own that company and the company, not its shareholders, owns the company's assets. are issued (see Issuing new shares);
your A private company limited by shares incorporated and registered in England and Wales. reduces its The total nominal value of a company's shares. References to a company’s share capital can be read as references to all of that company’s shares. (see Reduction of capital); or
your A private company limited by shares incorporated and registered in England and Wales. completes a This is where a company buys its own shares from one or more of its shareholders. A share buyback is prohibited unless a specific legal exception applies. If an exception does apply a prescribed set of rules must be followed otherwise the buyback is invalid. (see Buying back shares from existing shareholders).
In each case, you will need to update the number of Shares in the capital of a company (sometimes also referred to as stock, for example in relation to US companies). Shares in a company give to the holders, known as shareholders, rights in relation to that company such as to vote, to receive dividends and to a return of capital. Holders of shares in a company own that company and the company, not its shareholders, owns the company's assets. held by each In relation to a company limited by shares, means a person whose name has been entered in the register of members of that company as a shareholder in that company. after the relevant transaction and add entries in the register for any new In relation to a company limited by shares, means persons whose names have been entered in the register of members of that company as shareholders in that company.. For guidance on the information you will need to include and keep up to date in the A register which a company is required to keep containing particular details of each person who is a member of the company, including their name, address and date of registration., see Q&A 12.
The list above is not exhaustive, and other more complex transactions affecting your A private company limited by shares incorporated and registered in England and Wales. 's The total nominal value of a company's shares. References to a company’s share capital can be read as references to all of that company’s shares. (such as a reorganisation or redenomination of your A private company limited by shares incorporated and registered in England and Wales. 's The total nominal value of a company's shares. References to a company’s share capital can be read as references to all of that company’s shares. ) will require you to update your A register which a company is required to keep containing particular details of each person who is a member of the company, including their name, address and date of registration.. If you are making changes to your A private company limited by shares incorporated and registered in England and Wales. 's The total nominal value of a company's shares. References to a company’s share capital can be read as references to all of that company’s shares. and are in any doubt about the effect this will have, you should seek separate legal advice. For access to a specialist lawyer in a few simple steps, you can use our Ask a Lawyer service.
If your A private company limited by shares incorporated and registered in England and Wales. fails to keep and accurately maintain a A register which a company is required to keep containing particular details of each person who is a member of the company, including their name, address and date of registration., both the A private company limited by shares incorporated and registered in England and Wales. itself and every In a company: A legally defined term used to refer to the director, company secretary or managers of a company. Officers of a company have certain duties and responsibilities towards the company and can be held liable for company law breaches. at fault for the failure commits a criminal offence punishable by a one-off fine currently capped at £1,000 and a continuing daily fine until the default is rectified.
Note, if you keep your A private company limited by shares incorporated and registered in England and Wales. 's A register which a company is required to keep containing particular details of each person who is a member of the company, including their name, address and date of registration. on the The registrar of all companies in the UK. Companies House incorporates and dissolves limited companies, registers the information companies are legally required to supply, and makes that information available to the public. In the company context, a public register of Companies House on which companies can choose to file certain information, such as the company's register of members, directors, secretaries or persons of significant control. (see Q&A 7 and Q&A 10) there is a different process for updating it. See Q&A 48 for further guidance.
Yes.
You must keep and maintain a register of your A private company limited by shares incorporated and registered in England and Wales. 's The directors of a company are the individuals who make up the company's board of directors. Directors may be natural persons or companies, but each company must have at least one director who is a natural person. The board is the main decision-making body of the company. . Failure to do so is an offence committed by both your A private company limited by shares incorporated and registered in England and Wales. and any In a company: A legally defined term used to refer to the directors, company secretary or managers of a company. Officers of a company have certain duties and responsibilities towards the company and can be held liable for company law breaches. at fault.
As soon your A private company limited by shares incorporated and registered in England and Wales. is The legal process to have formed a company., you must either:
keep a hard copy or electronic Every company must keep a register of its directors, including particular details of each director. Failing to keep a register is an offence. at your An address a company is required to have, which must be in the same UK jurisdiction in which the company is registered, to which communications and notices may be sent. or An alternative address where a company keeps registers and records available for public inspection, which is not the company's registered office. Such an address must be notified to Companies House and is known as a single alternative inspection location, or SAIL. (see Q&A 6 and Q&A 8); or
keep your Every company must keep a register of its directors, including particular details of each director. Failing to keep a register is an offence. on the The registrar of all companies in the UK. Companies House incorporates and dissolves limited companies, registers the information companies are legally required to supply, and makes that information available to the public. In the company context, a public register of Companies House on which companies can choose to file certain information, such as the company's register of members, directors, secretaries or persons of significant control. (see Q&A 10 and Q&A 44).
For a template Every company must keep a register of its directors, including particular details of each director. Failing to keep a register is an offence. for use by your A private company limited by shares incorporated and registered in England and Wales. , see Company registers.
See Q&A 17 for information you must include in your Every company must keep a register of its directors, including particular details of each director. Failing to keep a register is an offence..
The information to be entered on the Every company must keep a register of its directors, including particular details of each director. Failing to keep a register is an offence. for each The directors of a company are the individuals who make up the company's board of directors. Directors may be natural persons or companies, but each company must have at least one director who is a natural person. The board is the main decision-making body of the company. is as follows:
For individual The directors of a company are the individuals who make up the company's board of directors. Directors may be natural persons or companies, but each company must have at least one director who is a natural person. The board is the main decision-making body of the company.
name and any former name;
date of birth;
a The official correspondence address for a person or company. (this can simply be 'The A private company limited by shares incorporated and registered in England and Wales. ’s An address a company is required to have, which must be in the same UK jurisdiction in which the company is registered, to which communications and notices may be sent.', although note that you must maintain a A register stating the usual residential address of each of the company's directors, which every company must keep. too, see Q&A 19);
the country or state (or part of the United Kingdom of Great Britain and Northern Ireland) in which they are usually resident;
nationality;
business occupation (if any); and
date of appointment (and date of termination of appointment).
For Companies that are appointed to act as directors of another company. :
name of corporate body or firm;
date of appointment (and date of termination of appointment);
registered or principal office address (this must be a physical location);
for a A public or private company whose owners are responsible for its losses only to the extent of the amount of money they invested. registered in the United Kingdom of Great Britain and Northern Ireland, its registration number;
for any other corporate body or firm A private company limited by shares incorporated and registered in England and Wales. , details of:
the legal form of the body or firm,
the governing law,
where it is registered (if applicable); and
the registration number (if applicable).
For a template Every company must keep a register of its directors, including particular details of each director. Failing to keep a register is an offence. for use by your A private company limited by shares incorporated and registered in England and Wales. , see Company registers. If you are completing the Every company must keep a register of its directors, including particular details of each director. Failing to keep a register is an offence. at The legal process of forming a company., it is simply a case of transcribing the relevant The directors of a company are the individuals who make up the company's board of directors. Directors may be natural persons or companies, but each company must have at least one director who is a natural person. The board is the main decision-making body of the company. ' details from the application to register your A private company limited by shares incorporated and registered in England and Wales. , to ensure both correspond with one another. In the relatively unlikely event that you are appointing a A company that is appointed to act as a director of another company. at The legal process of forming a company., you will need to amend the Company registers to reflect the necessary details for a A company that is appointed to act as a director of another company. .
Any changes to the details in your Every company must keep a register of its directors, including particular details of each director. Failing to keep a register is an offence. must be recorded. For guidance on when you need to update your Every company must keep a register of its directors, including particular details of each director. Failing to keep a register is an offence., see Q&A 18.
If your A private company limited by shares incorporated and registered in England and Wales. fails to keep and maintain a Every company must keep a register of its directors, including particular details of each director. Failing to keep a register is an offence., both the A private company limited by shares incorporated and registered in England and Wales. itself and every In a company: A legally defined term used to refer to the director, company secretary or managers of a company. Officers of a company have certain duties and responsibilities towards the company and can be held liable for company law breaches. at fault commits a criminal offence punishable by an unlimited fine.
For guidance on how and where your A private company limited by shares incorporated and registered in England and Wales. should keep its Every company must keep a register of its directors, including particular details of each director. Failing to keep a register is an offence., see Q&A 6 and Q&A 7.
You will need to update your A private company limited by shares incorporated and registered in England and Wales. 's Every company must keep a register of its directors, including particular details of each director. Failing to keep a register is an offence. when:
a new The directors of a company are the individuals who make up the company's board of directors. Directors may be natural persons or companies, but each company must have at least one director who is a natural person. The board is the main decision-making body of the company. is appointed (see Appointment of new directors);
an existing The directors of a company are the individuals who make up the company's board of directors. Directors may be natural persons or companies, but each company must have at least one director who is a natural person. The board is the main decision-making body of the company. 's appointment is terminated (see Removal and resignation of directors); or
an existing The directors of a company are the individuals who make up the company's board of directors. Directors may be natural persons or companies, but each company must have at least one director who is a natural person. The board is the main decision-making body of the company. 's name, The official correspondence address for a person or company., residency, nationality or occupation changes.
If a new The directors of a company are the individuals who make up the company's board of directors. Directors may be natural persons or companies, but each company must have at least one director who is a natural person. The board is the main decision-making body of the company. is appointed, you will need to add a new entry to the Every company must keep a register of its directors, including particular details of each director. Failing to keep a register is an offence.. For guidance on the information you will need to include in the Every company must keep a register of its directors, including particular details of each director. Failing to keep a register is an offence., see Q&A 17.
If an existing The directors of a company are the individuals who make up the company's board of directors. Directors may be natural persons or companies, but each company must have at least one director who is a natural person. The board is the main decision-making body of the company. leaves your A private company limited by shares incorporated and registered in England and Wales. , you will simply need to add the date of termination of their appointment to the Every company must keep a register of its directors, including particular details of each director. Failing to keep a register is an offence..
If a The directors of a company are the individuals who make up the company's board of directors. Directors may be natural persons or companies, but each company must have at least one director who is a natural person. The board is the main decision-making body of the company. 's personal details change, you will need to update the relevant details in the register (see Q&A 17). You will also need to notify The registrar of all companies in the UK. Companies House incorporates and dissolves limited companies, registers the information companies are legally required to supply, and makes that information available to the public. of the change of personal details within 14 days using form CH01.
If your A private company limited by shares incorporated and registered in England and Wales. fails to keep and maintain a Every company must keep a register of its directors, including particular details of each director. Failing to keep a register is an offence., both the A private company limited by shares incorporated and registered in England and Wales. itself and every In a company: A legally defined term used to refer to the director, company secretary or managers of a company. Officers of a company have certain duties and responsibilities towards the company and can be held liable for company law breaches. at fault commits a criminal offence punishable by an unlimited fine.
Note, if you keep your A private company limited by shares incorporated and registered in England and Wales. 's Every company must keep a register of its directors, including particular details of each director. Failing to keep a register is an offence. on the The registrar of all companies in the UK. Companies House incorporates and dissolves limited companies, registers the information companies are legally required to supply, and makes that information available to the public. In the company context, a public register of Companies House on which companies can choose to file certain information, such as the company's register of members, directors, secretaries or persons of significant control. (see Q&A 7 and Q&A 10), there is a different process for updating it. See Q&A 50 for further guidance.
Yes.
In addition to the Every company must keep a register of its directors, including particular details of each director. Failing to keep a register is an offence. (see Q&A 16), you must also keep a Every company must keep a register of its directors, including particular details of each director. Failing to keep a register is an offence.’ residential addresses.
The A register stating the usual residential address of each of the company's directors, which every company must keep. must state the usual residential address of each of your A private company limited by shares incorporated and registered in England and Wales. 's The directors of a company are the individuals who make up the company's board of directors. Directors may be natural persons or companies, but each company must have at least one director who is a natural person. The board is the main decision-making body of the company. . It differs slightly from the other Registers that a company is required by law to maintain and keep available for inspection by the public, including a register of members and register of directors. in that it is not open for inspection.
For a template A register stating the usual residential address of each of the company's directors, which every company must keep., see Company registers.
If a The directors of a company are the individuals who make up the company's board of directors. Directors may be natural persons or companies, but each company must have at least one director who is a natural person. The board is the main decision-making body of the company. is already using their residential address as their The official correspondence address for a person or company., then the A register stating the usual residential address of each of the company's directors, which every company must keep. only needs to contain an entry to that effect. You can simply state 'same as The official correspondence address for a person or company.' in your A register stating the usual residential address of each of the company's directors, which every company must keep..
The A register stating the usual residential address of each of the company's directors, which every company must keep. is only relevant for The directors of a company are the individuals who make up the company's board of directors. Directors may be natural persons or companies, but each company must have at least one director who is a natural person. The board is the main decision-making body of the company. who are individuals. No entry needs to be made in respect of any Companies that are appointed to act as directors of another company. on the A register stating the usual residential address of each of the company's directors, which every company must keep..
You must keep your A register stating the usual residential address of each of the company's directors, which every company must keep. up to date. For further guidance on when you need to update your A register stating the usual residential address of each of the company's directors, which every company must keep., and how you should do it, see Q&A 20.
Unlike the other registers, if you elect to keep the A register stating the usual residential address of each of the company's directors, which every company must keep. on the The registrar of all companies in the UK. Companies House incorporates and dissolves limited companies, registers the information companies are legally required to supply, and makes that information available to the public. In the company context, a public register of Companies House on which companies can choose to file certain information, such as the company's register of members, directors, secretaries or persons of significant control. it will not be publicly available. You will nevertheless need to notify The registrar of all companies in the UK. Companies House incorporates and dissolves limited companies, registers the information companies are legally required to supply, and makes that information available to the public. of any change to the particulars contained in the register if a The directors of a company are the individuals who make up the company's board of directors. Directors may be natural persons or companies, but each company must have at least one director who is a natural person. The board is the main decision-making body of the company. changes their residential address (see Q&A 20 and Q&A 50).
For guidance on how and where your A private company limited by shares incorporated and registered in England and Wales. should keep its A register stating the usual residential address of each of the company's directors, which every company must keep., see Q&A 6 and Q&A 7.
Very simply, only if a The directors of a company are the individuals who make up the company's board of directors. Directors may be natural persons or companies, but each company must have at least one director who is a natural person. The board is the main decision-making body of the company. 's residential address changes.
You should update the The directors of a company are the individuals who make up the company's board of directors. Directors may be natural persons or companies, but each company must have at least one director who is a natural person. The board is the main decision-making body of the company. 's residential address in your register, and also notify The registrar of all companies in the UK. Companies House incorporates and dissolves limited companies, registers the information companies are legally required to supply, and makes that information available to the public. of the change within 14 days using form CH01. Note, the change of residential address will not appear on the public record, but failure to notify The registrar of all companies in the UK. Companies House incorporates and dissolves limited companies, registers the information companies are legally required to supply, and makes that information available to the public. of a change is an offence committed by the A private company limited by shares incorporated and registered in England and Wales. and every In a company: A legally defined term used to refer to the director, company secretary or managers of a company. Officers of a company have certain duties and responsibilities towards the company and can be held liable for company law breaches. who is at fault. It is potentially punishable by a one-off fine and a continuing daily fine until the default is rectified.
If you keep your A private company limited by shares incorporated and registered in England and Wales. 's A register stating the usual residential address of each of the company's directors, which every company must keep. on the The registrar of all companies in the UK. Companies House incorporates and dissolves limited companies, registers the information companies are legally required to supply, and makes that information available to the public. In the company context, a public register of Companies House on which companies can choose to file certain information, such as the company's register of members, directors, secretaries or persons of significant control. (see Q&A 7 and Q&A 10) there is a different process for updating it. See Q&A 50 for further guidance.
You only need a If a company has appointed a company secretary it must keep a register detailing the particulars of that individual(s) or companies for inspection by the members of the company and other third parties, at their request. If a company has opted to keep that information at the Companies House central register it is not required to keep the register itself. if you have appointed a secretary.
If you do choose to appoint a Generally, a person or another company responsible for a company's administration, arranging board and shareholder meetings, keeping proper records, filing documents at Companies House etc. Sometimes known as Head of Governance. (see Choosing and appointing a company secretary), your A private company limited by shares incorporated and registered in England and Wales. must:
keep a hard copy or electronic If a company has appointed a company secretary it must keep a register detailing the particulars of that individual(s) or companies for inspection by the members of the company and other third parties, at their request. If a company has opted to keep that information at the Companies House central register it is not required to keep the register itself. at your An address a company is required to have, which must be in the same UK jurisdiction in which the company is registered, to which communications and notices may be sent. or An alternative address where a company keeps registers and records available for public inspection, which is not the company's registered office. Such an address must be notified to Companies House and is known as a single alternative inspection location, or SAIL. (see Q&A 6 and Q&A 8); or
opt to have that information held on the The registrar of all companies in the UK. Companies House incorporates and dissolves limited companies, registers the information companies are legally required to supply, and makes that information available to the public. In the company context, a public register of Companies House on which companies can choose to file certain information, such as the company's register of members, directors, secretaries or persons of significant control. (see Q&A 10 and Q&A 44).
For a template If a company has appointed a company secretary it must keep a register detailing the particulars of that individual(s) or companies for inspection by the members of the company and other third parties, at their request. If a company has opted to keep that information at the Companies House central register it is not required to keep the register itself. , see Company registers.
See Q&A 22 for information you must include in your If a company has appointed a company secretary it must keep a register detailing the particulars of that individual(s) or companies for inspection by the members of the company and other third parties, at their request. If a company has opted to keep that information at the Companies House central register it is not required to keep the register itself. .
You only need a If a company has appointed a company secretary it must keep a register detailing the particulars of that individual(s) or companies for inspection by the members of the company and other third parties, at their request. If a company has opted to keep that information at the Companies House central register it is not required to keep the register itself. if you have appointed a secretary (see Q&A 21). If so, the information to include in the register will depend on whether you have appointed anyone to the role.
If your A private company limited by shares incorporated and registered in England and Wales. has appointed a secretary who is an individual, the If a company has appointed a company secretary it must keep a register detailing the particulars of that individual(s) or companies for inspection by the members of the company and other third parties, at their request. If a company has opted to keep that information at the Companies House central register it is not required to keep the register itself. must contain:
the secretary's name and any former name; and
an address for the secretary (this does not need to be a residential address and can simply be 'The A private company limited by shares incorporated and registered in England and Wales. 's An address a company is required to have, which must be in the same UK jurisdiction in which the company is registered, to which communications and notices may be sent.').
If your A private company limited by shares incorporated and registered in England and Wales. has appointed a A company that is appointed to act as the secretary for another company. , the If a company has appointed a company secretary it must keep a register detailing the particulars of that individual(s) or companies for inspection by the members of the company and other third parties, at their request. If a company has opted to keep that information at the Companies House central register it is not required to keep the register itself. must contain:
its name;
its registered or principal office address (this must be a physical location);
for a A public or private company whose owners are responsible for its losses only to the extent of the amount of money they invested. registered in the United Kingdom of Great Britain and Northern Ireland, its registration number;
for any other corporate body or firm A private company limited by shares incorporated and registered in England and Wales. , details of:
the legal form of the body or firm,
the governing law,
where it is registered (if applicable); and
the registration number (if applicable).
For a template If a company has appointed a company secretary it must keep a register detailing the particulars of that individual(s) or companies for inspection by the members of the company and other third parties, at their request. If a company has opted to keep that information at the Companies House central register it is not required to keep the register itself. for use by your A private company limited by shares incorporated and registered in England and Wales. , see Company registers. If you are completing the If a company has appointed a company secretary it must keep a register detailing the particulars of that individual(s) or companies for inspection by the members of the company and other third parties, at their request. If a company has opted to keep that information at the Companies House central register it is not required to keep the register itself. at The legal process of forming a company., it is simply a case of transcribing the relevant secretary's details from the application to register your A private company limited by shares incorporated and registered in England and Wales. , to ensure both correspond with one another. If you are appointing a A company that is appointed to act as the secretary for another company. , you will need to amend the Company registers to reflect the necessary details set out above.
You must update your If a company has appointed a company secretary it must keep a register detailing the particulars of that individual(s) or companies for inspection by the members of the company and other third parties, at their request. If a company has opted to keep that information at the Companies House central register it is not required to keep the register itself. if anything changes. For guidance on when you need to update your If a company has appointed a company secretary it must keep a register detailing the particulars of that individual(s) or companies for inspection by the members of the company and other third parties, at their request. If a company has opted to keep that information at the Companies House central register it is not required to keep the register itself. , see Q&A 23.
If your A private company limited by shares incorporated and registered in England and Wales. fails to keep and maintain a If a company has appointed a company secretary it must keep a register detailing the particulars of that individual(s) or companies for inspection by the members of the company and other third parties, at their request. If a company has opted to keep that information at the Companies House central register it is not required to keep the register itself. , both the A private company limited by shares incorporated and registered in England and Wales. itself and every In a company: A legally defined term used to refer to the director, company secretary or managers of a company. Officers of a company have certain duties and responsibilities towards the company and can be held liable for company law breaches. at fault commits a criminal offence punishable by a fine currently capped at £1,000 and continuing at a daily rate until the default is corrected.
For guidance on how and where your A private company limited by shares incorporated and registered in England and Wales. should keep its If a company has appointed a company secretary it must keep a register detailing the particulars of that individual(s) or companies for inspection by the members of the company and other third parties, at their request. If a company has opted to keep that information at the Companies House central register it is not required to keep the register itself. , see Q&A 6 and Q&A 7.
You will need to update your A private company limited by shares incorporated and registered in England and Wales. 's If a company has appointed a company secretary it must keep a register detailing the particulars of that individual(s) or companies for inspection by the members of the company and other third parties, at their request. If a company has opted to keep that information at the Companies House central register it is not required to keep the register itself. when:
a new secretary is appointed or an existing secretary's appointment is terminated (see Appointment, resignation and removal of a company secretary); or
your secretary's name or The official correspondence address for a person or company. changes.
If a new secretary is appointed, you will need to add a new entry to the If a company has appointed a company secretary it must keep a register detailing the particulars of that individual(s) or companies for inspection by the members of the company and other third parties, at their request. If a company has opted to keep that information at the Companies House central register it is not required to keep the register itself. . For guidance on the information you will need to include in the register, see Q&A 22.
if an existing secretary leaves your A private company limited by shares incorporated and registered in England and Wales. , you will simply need to add the date of termination of their appointment to the If a company has appointed a company secretary it must keep a register detailing the particulars of that individual(s) or companies for inspection by the members of the company and other third parties, at their request. If a company has opted to keep that information at the Companies House central register it is not required to keep the register itself. .
If your secretary's name or The official correspondence address for a person or company. changes, you will need to update the relevant details in the register. You will also need to notify The registrar of all companies in the UK. Companies House incorporates and dissolves limited companies, registers the information companies are legally required to supply, and makes that information available to the public. of the change of personal details within 14 days using form CH03.
If your A private company limited by shares incorporated and registered in England and Wales. fails to keep and maintain a If a company has appointed a company secretary it must keep a register detailing the particulars of that individual(s) or companies for inspection by the members of the company and other third parties, at their request. If a company has opted to keep that information at the Companies House central register it is not required to keep the register itself. , both the A private company limited by shares incorporated and registered in England and Wales. itself and every In a company: A legally defined term used to refer to the director, company secretary or managers of a company. Officers of a company have certain duties and responsibilities towards the company and can be held liable for company law breaches. at fault commits a criminal offence punishable by a fine currently capped at £1,000 and continuing at a daily rate until the default is corrected.
Note, if you keep your A private company limited by shares incorporated and registered in England and Wales. 's If a company has appointed a company secretary it must keep a register detailing the particulars of that individual(s) or companies for inspection by the members of the company and other third parties, at their request. If a company has opted to keep that information at the Companies House central register it is not required to keep the register itself. on the The registrar of all companies in the UK. Companies House incorporates and dissolves limited companies, registers the information companies are legally required to supply, and makes that information available to the public. In the company context, a public register of Companies House on which companies can choose to file certain information, such as the company's register of members, directors, secretaries or persons of significant control. (see Q&A 7 and Q&A 10) there is a different process for updating it. See Q&A 51 for further guidance.
A Person(s) with significant control. Most commonly, a person will have significant control over a company if they have more than 25% of the shares or voting rights, or are able to significantly influence or control the company in some way. A person is also a PSC of a company if they have the right to appoint or remove a majority of its board of directors. Finally, a person qualifies if they can significantly influence or control a firm or a trust which itself has one of the rights in this list. is a person who exercises a particular type of influence over your A private company limited by shares incorporated and registered in England and Wales. .
Most commonly, a Person(s) with significant control. Most commonly, a person will have significant control over a company if they have more than 25% of the shares or voting rights, or are able to significantly influence or control the company in some way. A person is also a PSC of a company if they have the right to appoint or remove a majority of its board of directors. Finally, a person qualifies if they can significantly influence or control a firm or a trust which itself has one of the rights in this list. will either:
have more than 25% of the Shares in the capital of a company (sometimes also referred to as stock, for example in relation to US companies). Shares in a company give to the holders, known as shareholders, rights in relation to that company such as to vote, to receive dividends and to a return of capital. Holders of shares in a company own that company and the company, not its shareholders, owns the company's assets. or Rights attached to shares which allow the member to vote on resolutions. Usually shares carry one vote per share but some may have additional voting rights, for example 10 votes per share. For most companies, at meetings of shareholders each member will have one vote per share if voting on a poll but only one vote in total if voting on a show of hands. in the A private company limited by shares incorporated and registered in England and Wales. ; or
have the right to appoint or remove a majority of its A collective name for the directors of a company. The board is usually the primary day-to-day decision-making body of a company.; or
be able to significantly influence or control the A private company limited by shares incorporated and registered in England and Wales. in some other way.
Less commonly, a person can be a Person(s) with significant control. Most commonly, a person will have significant control over a company if they have more than 25% of the shares or voting rights, or are able to significantly influence or control the company in some way. A person is also a PSC of a company if they have the right to appoint or remove a majority of its board of directors. Finally, a person qualifies if they can significantly influence or control a firm or a trust which itself has one of the rights in this list. if they can significantly influence or control a firm or a trust which itself has one of the rights in the list above.
An A relevant legal entity. A company or other legal entity with significant control over another company is an RLE of that company. Most commonly, 'significant control' means having more than 25% of the shares or voting rights, or being able to significantly influence or control the company in some other way. Also, an entity is an RLE if it has the right to appoint or remove a majority of the board of directors, or if it exercises significant influence or control over a firm or trust that itself has one of the rights on this list. is a A private company limited by shares incorporated and registered in England and Wales. or other legal entity which has a particular type of influence over your A private company limited by shares incorporated and registered in England and Wales. . The law requires you to keep a publicly available register naming them and explaining the nature of their influence over your A private company limited by shares incorporated and registered in England and Wales. .
Most commonly, an A relevant legal entity. A company or other legal entity with significant control over another company is an RLE of that company. Most commonly, 'significant control' means having more than 25% of the shares or voting rights, or being able to significantly influence or control the company in some other way. Also, an entity is an RLE if it has the right to appoint or remove a majority of the board of directors, or if it exercises significant influence or control over a firm or trust that itself has one of the rights on this list. will either:
have more than 25% of the Shares in the capital of a company (sometimes also referred to as stock, for example in relation to US companies). Shares in a company give to the holders, known as shareholders, rights in relation to that company such as to vote, to receive dividends and to a return of capital. Holders of shares in a company own that company and the company, not its shareholders, owns the company's assets. or Rights attached to shares which allow the member to vote on resolutions. Usually shares carry one vote per share but some may have additional voting rights, for example 10 votes per share. For most companies, at meetings of shareholders each member will have one vote per share if voting on a poll but only one vote in total if voting on a show of hands. in the A private company limited by shares incorporated and registered in England and Wales. ; or
have the right to appoint or remove a majority of its A collective name for the directors of a company. The board is usually the primary day-to-day decision-making body of a company.; or
be able to significantly influence or control the A private company limited by shares incorporated and registered in England and Wales. in some other way.
Less commonly, a A private company limited by shares incorporated and registered in England and Wales. or other legal entity can be an A relevant legal entity. A company or other legal entity with significant control over another company is an RLE of that company. Most commonly, 'significant control' means having more than 25% of the shares or voting rights, or being able to significantly influence or control the company in some other way. Also, an entity is an RLE if it has the right to appoint or remove a majority of the board of directors, or if it exercises significant influence or control over a firm or trust that itself has one of the rights on this list. if it can significantly influence or control a firm or a trust which itself has one of the rights in the list above.
The law requires you to keep a publicly available register naming all the people or other Private companies limited by shares incorporated and registered in England and Wales. etc with significant control over your A private company limited by shares incorporated and registered in England and Wales. (PSCs), and explaining the nature of their influence over your A private company limited by shares incorporated and registered in England and Wales. .
The purpose of it is to make it easier for anyone to find out who is really pulling the strings in a A private company limited by shares incorporated and registered in England and Wales. – to improve corporate transparency.
Yes.
You are required to keep and maintain a register of the Most commonly, a person will have significant control over a company if they have more than 25% of the shares or voting rights, or are able to significantly influence or control the company in some way. A person is also a PSC of a company if they have the right to appoint or remove a majority of its board of directors. Finally, a person qualifies if they can significantly influence or control a firm or a trust which itself has one of the rights in this list. over your A private company limited by shares incorporated and registered in England and Wales. , often referred to as your The register of people with significant control that a company is required to keep under the Companies Act 2006.. This legal requirement is intended to provide a clear picture of who ultimately owns and controls your A private company limited by shares incorporated and registered in England and Wales. . For guidance on how to identify Most commonly, a person will have significant control over a company if they have more than 25% of the shares or voting rights, or are able to significantly influence or control the company in some way. A person is also a PSC of a company if they have the right to appoint or remove a majority of its board of directors. Finally, a person qualifies if they can significantly influence or control a firm or a trust which itself has one of the rights in this list. over your A private company limited by shares incorporated and registered in England and Wales. , see Q&A 33 and following.
As soon as your A private company limited by shares incorporated and registered in England and Wales. is The legal process to have formed a company., you are required to either:
keep a hard copy or electronic The register of people with significant control that a company is required to keep under the Companies Act 2006. at your An address a company is required to have, which must be in the same UK jurisdiction in which the company is registered, to which communications and notices may be sent. or An alternative address where a company keeps registers and records available for public inspection, which is not the company's registered office. Such an address must be notified to Companies House and is known as a single alternative inspection location, or SAIL. (An alternative address where a company keeps registers and records available for public inspection, which is not the company's registered office. Such an address must be notified to Companies House and is known as a single alternative inspection location, or SAIL.) (see Q&A 6 and Q&A 8); or
keep your The register of people with significant control that a company is required to keep under the Companies Act 2006. on the The registrar of all companies in the UK. Companies House incorporates and dissolves limited companies, registers the information companies are legally required to supply, and makes that information available to the public. In the company context, a public register of Companies House on which companies can choose to file certain information, such as the company's register of members, directors, secretaries or persons of significant control., where it will be publicly available (see Q&A 10 and Q&A 44).
For a template The register of people with significant control that a company is required to keep under the Companies Act 2006. with guidance notes and examples on how to fill it in, see Company registers.
If your A private company limited by shares incorporated and registered in England and Wales. ’s The total nominal value of a company's shares. References to a company’s share capital can be read as references to all of that company’s shares. and ownership structure is not complicated, it should be straightforward to identify any people, Private companies limited by shares incorporated and registered in England and Wales. or other entities with significant control of your A private company limited by shares incorporated and registered in England and Wales. and add their details to your The register of people with significant control that a company is required to keep under the Companies Act 2006..
If you have a more complex corporate structure which involves overseas Private companies limited by shares incorporated and registered in England and Wales. or other entities such as trusts, you should seek specific legal advice. For access to a specialist lawyer in a few simple steps, you can use our Ask a Lawyer service.
For guidance on how to identify who has control over your A private company limited by shares incorporated and registered in England and Wales. , see Q&A 33 and following. Both Most commonly, a person will have significant control over a company if they have more than 25% of the shares or voting rights, or are able to significantly influence or control the company in some way. A person is also a PSC of a company if they have the right to appoint or remove a majority of its board of directors. Finally, a person qualifies if they can significantly influence or control a firm or a trust which itself has one of the rights in this list. (Person(s) with significant control. Most commonly, a person will have significant control over a company if they have more than 25% of the shares or voting rights, or are able to significantly influence or control the company in some way. A person is also a PSC of a company if they have the right to appoint or remove a majority of its board of directors. Finally, a person qualifies if they can significantly influence or control a firm or a trust which itself has one of the rights in this list.s) and Private companies limited by shares incorporated and registered in England and Wales. or other legal entities with significant control (known as A company or other legal entity with significant control over another company is an RLE of that company. Most commonly, 'significant control' means having more than 25% of the shares or voting rights, or being able to significantly influence or control the company in some other way. Also, an entity is an RLE if it has the right to appoint or remove a majority of the board of directors, or if it exercises significant influence or control over a firm or trust that itself has one of the rights on this list. or A relevant legal entity. A company or other legal entity with significant control over another company is an RLE of that company. Most commonly, 'significant control' means having more than 25% of the shares or voting rights, or being able to significantly influence or control the company in some other way. Also, an entity is an RLE if it has the right to appoint or remove a majority of the board of directors, or if it exercises significant influence or control over a firm or trust that itself has one of the rights on this list.s) must be identified in your The register of people with significant control that a company is required to keep under the Companies Act 2006..
For guidance on the information you must include in your The register of people with significant control that a company is required to keep under the Companies Act 2006., and the requirement to notify a Person(s) with significant control. Most commonly, a person will have significant control over a company if they have more than 25% of the shares or voting rights, or are able to significantly influence or control the company in some way. A person is also a PSC of a company if they have the right to appoint or remove a majority of its board of directors. Finally, a person qualifies if they can significantly influence or control a firm or a trust which itself has one of the rights in this list. before including them in your The register of people with significant control that a company is required to keep under the Companies Act 2006., see Q&A 28 and Q&A 29.
You must keep a The register of people with significant control that a company is required to keep under the Companies Act 2006. even if no one person or entity has significant control over your A private company limited by shares incorporated and registered in England and Wales. (see Q&A 30). Failure to keep a proper register is an offence committed by both your A private company limited by shares incorporated and registered in England and Wales. and any In a company: A legally defined term used to refer to the directors, company secretary or managers of a company. Officers of a company have certain duties and responsibilities towards the company and can be held liable for company law breaches. at fault.
For guidance on how and where your A private company limited by shares incorporated and registered in England and Wales. should keep its The register of people with significant control that a company is required to keep under the Companies Act 2006., see Q&A 6 and Q&A 7.
Once you have identified your Most commonly, a person will have significant control over a company if they have more than 25% of the shares or voting rights, or are able to significantly influence or control the company in some way. A person is also a PSC of a company if they have the right to appoint or remove a majority of its board of directors. Finally, a person qualifies if they can significantly influence or control a firm or a trust which itself has one of the rights in this list. (see Q&A 33), you have to take reasonable steps to notify them (if they do not already know they will be in your The register of people with significant control that a company is required to keep under the Companies Act 2006.) and confirm their details before you enter them in your register. You can do this by writing to the relevant person or A private company limited by shares incorporated and registered in England and Wales. .
The notice you give must to each Person(s) with significant control. Most commonly, a person will have significant control over a company if they have more than 25% of the shares or voting rights, or are able to significantly influence or control the company in some way. A person is also a PSC of a company if they have the right to appoint or remove a majority of its board of directors. Finally, a person qualifies if they can significantly influence or control a firm or a trust which itself has one of the rights in this list. must ask them to confirm their details within one month of the date of your letter.
You can treat your Person(s) with significant control. Most commonly, a person will have significant control over a company if they have more than 25% of the shares or voting rights, or are able to significantly influence or control the company in some way. A person is also a PSC of a company if they have the right to appoint or remove a majority of its board of directors. Finally, a person qualifies if they can significantly influence or control a firm or a trust which itself has one of the rights in this list.'s details as confirmed if:
the Person(s) with significant control. Most commonly, a person will have significant control over a company if they have more than 25% of the shares or voting rights, or are able to significantly influence or control the company in some way. A person is also a PSC of a company if they have the right to appoint or remove a majority of its board of directors. Finally, a person qualifies if they can significantly influence or control a firm or a trust which itself has one of the rights in this list. gave them to you in the first place;
the details were provided to you by someone else with the knowledge of the Person(s) with significant control. Most commonly, a person will have significant control over a company if they have more than 25% of the shares or voting rights, or are able to significantly influence or control the company in some way. A person is also a PSC of a company if they have the right to appoint or remove a majority of its board of directors. Finally, a person qualifies if they can significantly influence or control a firm or a trust which itself has one of the rights in this list.; or
you asked the Person(s) with significant control. Most commonly, a person will have significant control over a company if they have more than 25% of the shares or voting rights, or are able to significantly influence or control the company in some way. A person is also a PSC of a company if they have the right to appoint or remove a majority of its board of directors. Finally, a person qualifies if they can significantly influence or control a firm or a trust which itself has one of the rights in this list. to confirm their details and they did so.
It is a criminal offence for a Person(s) with significant control. Most commonly, a person will have significant control over a company if they have more than 25% of the shares or voting rights, or are able to significantly influence or control the company in some way. A person is also a PSC of a company if they have the right to appoint or remove a majority of its board of directors. Finally, a person qualifies if they can significantly influence or control a firm or a trust which itself has one of the rights in this list. to refuse to provide you with their details. For what to do if your Person(s) with significant control. Most commonly, a person will have significant control over a company if they have more than 25% of the shares or voting rights, or are able to significantly influence or control the company in some way. A person is also a PSC of a company if they have the right to appoint or remove a majority of its board of directors. Finally, a person qualifies if they can significantly influence or control a firm or a trust which itself has one of the rights in this list. fails to respond to your notice seeking confirmation of their details, see Q&A 31 and Q&A 42.
For guidance on your obligation to keep a The register of people with significant control that a company is required to keep under the Companies Act 2006., see Q&A 27. For guidance on the information to include in your The register of people with significant control that a company is required to keep under the Companies Act 2006., see Q&A 29.
Having identified your PSCs (see Q&A 33 and following) and confirmed their details (see Q&A 28), the information to include about them in your The register of people with significant control that a company is required to keep under the Companies Act 2006. will depend on whether they are an individual or a corporate entity.
See Company registers for full details of the information you must record in your The register of people with significant control that a company is required to keep under the Companies Act 2006.. In summary:
If the Person(s) with significant control. Most commonly, a person will have significant control over a company if they have more than 25% of the shares or voting rights, or are able to significantly influence or control the company in some way. A person is also a PSC of a company if they have the right to appoint or remove a majority of its board of directors. Finally, a person qualifies if they can significantly influence or control a firm or a trust which itself has one of the rights in this list. is an individual
name
The official correspondence address for a person or company.
where usually resident
nationality
date of birth
usual residential address (if different from The official correspondence address for a person or company.)
date on which became a Person(s) with significant control. Most commonly, a person will have significant control over a company if they have more than 25% of the shares or voting rights, or are able to significantly influence or control the company in some way. A person is also a PSC of a company if they have the right to appoint or remove a majority of its board of directors. Finally, a person qualifies if they can significantly influence or control a firm or a trust which itself has one of the rights in this list.
nature of their control over your A private company limited by shares incorporated and registered in England and Wales. (for guidance on the wording to use, see Q&A 33 and following)
whether there are any restrictions on disclosing that person's Person(s) with significant control. Most commonly, a person will have significant control over a company if they have more than 25% of the shares or voting rights, or are able to significantly influence or control the company in some way. A person is also a PSC of a company if they have the right to appoint or remove a majority of its board of directors. Finally, a person qualifies if they can significantly influence or control a firm or a trust which itself has one of the rights in this list. particulars.
If the Person(s) with significant control. Most commonly, a person will have significant control over a company if they have more than 25% of the shares or voting rights, or are able to significantly influence or control the company in some way. A person is also a PSC of a company if they have the right to appoint or remove a majority of its board of directors. Finally, a person qualifies if they can significantly influence or control a firm or a trust which itself has one of the rights in this list. is a A private company limited by shares incorporated and registered in England and Wales.
name
registered or principal office
where The legal process to have formed a company.
register of Private companies limited by shares incorporated and registered in England and Wales. and registration number (if applicable)
date on which it became a Person(s) with significant control. Most commonly, a person will have significant control over a company if they have more than 25% of the shares or voting rights, or are able to significantly influence or control the company in some way. A person is also a PSC of a company if they have the right to appoint or remove a majority of its board of directors. Finally, a person qualifies if they can significantly influence or control a firm or a trust which itself has one of the rights in this list.
nature of its control over your A private company limited by shares incorporated and registered in England and Wales. (for guidance on the wording to use see Q&A 33 and following).
Please note, however, the above is only a summary and the information requirements for PSCs can be complex, particularly if the Person(s) with significant control. Most commonly, a person will have significant control over a company if they have more than 25% of the shares or voting rights, or are able to significantly influence or control the company in some way. A person is also a PSC of a company if they have the right to appoint or remove a majority of its board of directors. Finally, a person qualifies if they can significantly influence or control a firm or a trust which itself has one of the rights in this list. is neither an individual or a United Kingdom of Great Britain and Northern Ireland A private company limited by shares incorporated and registered in England and Wales. . If you are in any doubt about the information to include in your The register of people with significant control that a company is required to keep under the Companies Act 2006., you should get expert legal advice. For access to a specialist lawyer in a few simple steps, you can use our Ask a Lawyer service.
You must update your The register of people with significant control that a company is required to keep under the Companies Act 2006. when any of the details in it change. For further guidance see Q&A 32.
Different requirements exist if your A private company limited by shares incorporated and registered in England and Wales. has no PSCs (see Q&A 30), or you are unable to confirm full details of your A private company limited by shares incorporated and registered in England and Wales. 's PSCs (see Q&A 31 and Q&A 42).
If your A private company limited by shares incorporated and registered in England and Wales. fails to keep and maintain a The register of people with significant control that a company is required to keep under the Companies Act 2006., both the A private company limited by shares incorporated and registered in England and Wales. itself and every In a company: A legally defined term used to refer to the director, company secretary or managers of a company. Officers of a company have certain duties and responsibilities towards the company and can be held liable for company law breaches. at fault commits an offence punishable by a fine currently capped at £1,000 and a continuing daily fine until the default is corrected.
Mistakenly including, or failing to include, a person on your The register of people with significant control that a company is required to keep under the Companies Act 2006. can also give that person (or any In relation to a company limited by shares, means a person whose name has been entered in the register of members of that company as a shareholder in that company. or other PSCs of your A private company limited by shares incorporated and registered in England and Wales. ) the right to apply to court to have your A private company limited by shares incorporated and registered in England and Wales. 's The register of people with significant control that a company is required to keep under the Companies Act 2006. corrected. A court can order your A private company limited by shares incorporated and registered in England and Wales. to correct the The register of people with significant control that a company is required to keep under the Companies Act 2006., and potentially pay any An sum of money ordered by a court to be paid to a person as compensation for loss or injury. to the affected person or In relation to a company limited by shares, means a person whose name has been entered in the register of members of that company as a shareholder in that company..
For guidance on how and where your A private company limited by shares incorporated and registered in England and Wales. should keep its The register of people with significant control that a company is required to keep under the Companies Act 2006., see Q&A 6 and Q&A 7. For general guidance on your obligation to keep a The register of people with significant control that a company is required to keep under the Companies Act 2006., see Q&A 27.
If, having attempted to identify your PSCs (see Q&A 33 and following), you believe there is no Most commonly, a person will have significant control over a company if they have more than 25% of the shares or voting rights, or are able to significantly influence or control the company in some way. A person is also a PSC of a company if they have the right to appoint or remove a majority of its board of directors. Finally, a person qualifies if they can significantly influence or control a firm or a trust which itself has one of the rights in this list. of your A private company limited by shares incorporated and registered in England and Wales. you must still keep a The register of people with significant control that a company is required to keep under the Companies Act 2006.. You must note on your (otherwise blank) The register of people with significant control that a company is required to keep under the Companies Act 2006. that:
'The A private company limited by shares incorporated and registered in England and Wales. knows or has reasonable cause to believe that there is no registrable person or registrable A relevant legal entity. A company or other legal entity with significant control over another company is an RLE of that company. Most commonly, 'significant control' means having more than 25% of the shares or voting rights, or being able to significantly influence or control the company in some other way. Also, an entity is an RLE if it has the right to appoint or remove a majority of the board of directors, or if it exercises significant influence or control over a firm or trust that itself has one of the rights on this list. in relation to the A private company limited by shares incorporated and registered in England and Wales. '
If you have one of these entries in your The register of people with significant control that a company is required to keep under the Companies Act 2006. and the position changes, you must note in your register that the statement is no longer true, giving the date that it happened, and notify The registrar of all companies in the UK. Companies House incorporates and dissolves limited companies, registers the information companies are legally required to supply, and makes that information available to the public. of the change within 14 days using form PSC09. You must also make any new entries in the register that are required as a result of the new information.
EXAMPLE: if your A private company limited by shares incorporated and registered in England and Wales. initially had no Person(s) with significant control. Most commonly, a person will have significant control over a company if they have more than 25% of the shares or voting rights, or are able to significantly influence or control the company in some way. A person is also a PSC of a company if they have the right to appoint or remove a majority of its board of directors. Finally, a person qualifies if they can significantly influence or control a firm or a trust which itself has one of the rights in this list. but a In relation to a company limited by shares, means a person whose name has been entered in the register of members of that company as a shareholder in that company. buyout led to one person owning most of the Shares in the capital of a company (sometimes also referred to as stock, for example in relation to US companies). Shares in a company give to the holders, known as shareholders, rights in relation to that company such as to vote, to receive dividends and to a return of capital. Holders of shares in a company own that company and the company, not its shareholders, owns the company's assets. and thereby becoming a Person(s) with significant control. Most commonly, a person will have significant control over a company if they have more than 25% of the shares or voting rights, or are able to significantly influence or control the company in some way. A person is also a PSC of a company if they have the right to appoint or remove a majority of its board of directors. Finally, a person qualifies if they can significantly influence or control a firm or a trust which itself has one of the rights in this list., you should:
note in your The register of people with significant control that a company is required to keep under the Companies Act 2006. the date of the change and that the statement above is no longer true;
notify The registrar of all companies in the UK. Companies House incorporates and dissolves limited companies, registers the information companies are legally required to supply, and makes that information available to the public. notified; and
make a full entry for the new Person(s) with significant control. Most commonly, a person will have significant control over a company if they have more than 25% of the shares or voting rights, or are able to significantly influence or control the company in some way. A person is also a PSC of a company if they have the right to appoint or remove a majority of its board of directors. Finally, a person qualifies if they can significantly influence or control a firm or a trust which itself has one of the rights in this list. on your The register of people with significant control that a company is required to keep under the Companies Act 2006. once you have notified them and they have confirmed their details.
In the unlikely event that you have identified your PSCs (see Q&A 33 and following), but you do not have enough information yet to confirm their details (see Q&A 28), there are set phrases that you must include in your The register of people with significant control that a company is required to keep under the Companies Act 2006.. If one of these phrases applies to your A private company limited by shares incorporated and registered in England and Wales. , you must notify The registrar of all companies in the UK. Companies House incorporates and dissolves limited companies, registers the information companies are legally required to supply, and makes that information available to the public. within 14 days using form PSC08:
You have identified a Most commonly, a person will have significant control over a company if they have more than 25% of the shares or voting rights, or are able to significantly influence or control the company in some way. A person is also a PSC of a company if they have the right to appoint or remove a majority of its board of directors. Finally, a person qualifies if they can significantly influence or control a firm or a trust which itself has one of the rights in this list., but they have not confirmed their details yet
Note on your register 'The A private company limited by shares incorporated and registered in England and Wales. has identified a registrable person in relation to the A private company limited by shares incorporated and registered in England and Wales. but all of the required particulars of that person have not been confirmed'. Make a separate note for each relevant person or A private company limited by shares incorporated and registered in England and Wales. , and do not include any of their details on your The register of people with significant control that a company is required to keep under the Companies Act 2006. until they have been confirmed.
Your A private company limited by shares incorporated and registered in England and Wales. has a Most commonly, a person will have significant control over a company if they have more than 25% of the shares or voting rights, or are able to significantly influence or control the company in some way. A person is also a PSC of a company if they have the right to appoint or remove a majority of its board of directors. Finally, a person qualifies if they can significantly influence or control a firm or a trust which itself has one of the rights in this list. but you cannot identify them
This is only likely to be of relevance to Private companies limited by shares incorporated and registered in England and Wales. with relatively complex structures and shareholdings, such that it takes some investigation to find the actual identity of any Person(s) with significant control. Most commonly, a person will have significant control over a company if they have more than 25% of the shares or voting rights, or are able to significantly influence or control the company in some way. A person is also a PSC of a company if they have the right to appoint or remove a majority of its board of directors. Finally, a person qualifies if they can significantly influence or control a firm or a trust which itself has one of the rights in this list. or other entity in control. Note on your register 'The A private company limited by shares incorporated and registered in England and Wales. knows or has reasonable cause to believe that there is a registrable person in relation to the A private company limited by shares incorporated and registered in England and Wales. but it has not identified the registrable person', and make a separate entry for each person or entity to the extent that you have information about them.
Your A private company limited by shares incorporated and registered in England and Wales. is still in the process of checking whether it has anyone with significant control
This is only likely to be of relevance to Private companies limited by shares incorporated and registered in England and Wales. with relatively complex structures and shareholdings, such that it takes some investigation to be sure of the position. Note on your register 'The A private company limited by shares incorporated and registered in England and Wales. has not yet completed taking reasonable steps to find out if there is anyone who is a A relevant legal entity. A company or other legal entity with significant control over another company is an RLE of that company. Most commonly, 'significant control' means having more than 25% of the shares or voting rights, or being able to significantly influence or control the company in some other way. Also, an entity is an RLE if it has the right to appoint or remove a majority of the board of directors, or if it exercises significant influence or control over a firm or trust that itself has one of the rights on this list. in relation to the A private company limited by shares incorporated and registered in England and Wales. '.
If you have one of these entries in your The register of people with significant control that a company is required to keep under the Companies Act 2006. and the position changes, you must note in your register that the statement is no longer true, giving the date that it happened, and notify The registrar of all companies in the UK. Companies House incorporates and dissolves limited companies, registers the information companies are legally required to supply, and makes that information available to the public. of the change within 14 days using form PSC09. You must also make any new entries in the register that are required as a result of the new information.
You need to update your The register of people with significant control that a company is required to keep under the Companies Act 2006. when there is any change in:
the identity of or information regarding those persons who have significant control of your A private company limited by shares incorporated and registered in England and Wales. (PSCs); or
the name, The official correspondence address for a person or company., residency, nationality or residential address of a Person(s) with significant control. Most commonly, a person will have significant control over a company if they have more than 25% of the shares or voting rights, or are able to significantly influence or control the company in some way. A person is also a PSC of a company if they have the right to appoint or remove a majority of its board of directors. Finally, a person qualifies if they can significantly influence or control a firm or a trust which itself has one of the rights in this list..
Example of when you must update your The register of people with significant control that a company is required to keep under the Companies Act 2006. include:
When someone ceases to be a Person(s) with significant control. Most commonly, a person will have significant control over a company if they have more than 25% of the shares or voting rights, or are able to significantly influence or control the company in some way. A person is also a PSC of a company if they have the right to appoint or remove a majority of its board of directors. Finally, a person qualifies if they can significantly influence or control a firm or a trust which itself has one of the rights in this list., or becomes a new Person(s) with significant control. Most commonly, a person will have significant control over a company if they have more than 25% of the shares or voting rights, or are able to significantly influence or control the company in some way. A person is also a PSC of a company if they have the right to appoint or remove a majority of its board of directors. Finally, a person qualifies if they can significantly influence or control a firm or a trust which itself has one of the rights in this list..
When information on a Person(s) with significant control. Most commonly, a person will have significant control over a company if they have more than 25% of the shares or voting rights, or are able to significantly influence or control the company in some way. A person is also a PSC of a company if they have the right to appoint or remove a majority of its board of directors. Finally, a person qualifies if they can significantly influence or control a firm or a trust which itself has one of the rights in this list. changes – for example, their percentage shareholding increases or reduces.
Other more complex transactions (such as This is where a company buys its own shares from its shareholders. A share buyback is prohibited unless a specific legal exception applies. If an exception does apply a prescribed set of rules must be followed otherwise the buyback is invalid., reductions of The total nominal value of a company's shares. References to a company’s share capital can be read as references to all of that company’s shares. , or reorganisations) can affect who has control of your A private company limited by shares incorporated and registered in England and Wales. .
More broadly, overall control of your A private company limited by shares incorporated and registered in England and Wales. can be affected by other agreements or arrangements between In relation to a company limited by shares, means persons whose names have been entered in the register of members of that company as shareholders in that company..
For guidance on determining who has control of your A private company limited by shares incorporated and registered in England and Wales. , and who needs to be registered as a Person(s) with significant control. Most commonly, a person will have significant control over a company if they have more than 25% of the shares or voting rights, or are able to significantly influence or control the company in some way. A person is also a PSC of a company if they have the right to appoint or remove a majority of its board of directors. Finally, a person qualifies if they can significantly influence or control a firm or a trust which itself has one of the rights in this list., see Q&A 33. If you are in any doubt over whether a change has occurred to the control of your A private company limited by shares incorporated and registered in England and Wales. , you should seek separate legal advice. For access to a specialist lawyer in a few simple steps, you can use our Ask a Lawyer service.
In most cases for an Small or Medium-sized Enterprise: A business which is small or medium sized in terms of its staff numbers, turnover or assets., however, it will be a The process used to transfer legal ownership of shares from one member to another, where the shares are sold or given as a gift. or the issue of new Shares in the capital of a company (sometimes also referred to as stock, for example in relation to US companies). Shares in a company give to the holders, known as shareholders, rights in relation to that company such as to vote, to receive dividends and to a return of capital. Holders of shares in a company own that company and the company, not its shareholders, owns the company's assets. that will trigger the requirement to update your The register of people with significant control that a company is required to keep under the Companies Act 2006.. For detailed guidance on the steps you need to take if the transfer or The process by which a company can create new shares and allow new (or existing) shareholders to subscribe for them. affects the control of your A private company limited by shares incorporated and registered in England and Wales. , see The process to follow in order to transfer shares and Steps to take after issuing new shares respectively.
If you need to add details of a new Person(s) with significant control. Most commonly, a person will have significant control over a company if they have more than 25% of the shares or voting rights, or are able to significantly influence or control the company in some way. A person is also a PSC of a company if they have the right to appoint or remove a majority of its board of directors. Finally, a person qualifies if they can significantly influence or control a firm or a trust which itself has one of the rights in this list. to your The register of people with significant control that a company is required to keep under the Companies Act 2006., see Q&A 29 for details of the information you will need to confirm and include. If you need to amend the details of an existing Person(s) with significant control. Most commonly, a person will have significant control over a company if they have more than 25% of the shares or voting rights, or are able to significantly influence or control the company in some way. A person is also a PSC of a company if they have the right to appoint or remove a majority of its board of directors. Finally, a person qualifies if they can significantly influence or control a firm or a trust which itself has one of the rights in this list., for instance if their shareholding has increased from 40% to 60% following the transfer or The process by which a company can create new shares and allow new (or existing) shareholders to subscribe for them., see Q&A 33 and following for details of the appropriate statement to add or remove from your The register of people with significant control that a company is required to keep under the Companies Act 2006..
If your A private company limited by shares incorporated and registered in England and Wales. fails to keep and maintain a The register of people with significant control that a company is required to keep under the Companies Act 2006., both the A private company limited by shares incorporated and registered in England and Wales. itself and every In a company: A legally defined term used to refer to the director, company secretary or managers of a company. Officers of a company have certain duties and responsibilities towards the company and can be held liable for company law breaches. at fault commits an offence punishable by a fine currently capped at £1,000 and a continuing daily fine until the default is corrected.
Note, if you keep your A private company limited by shares incorporated and registered in England and Wales. 's The register of people with significant control that a company is required to keep under the Companies Act 2006. on the The registrar of all companies in the UK. Companies House incorporates and dissolves limited companies, registers the information companies are legally required to supply, and makes that information available to the public. In the company context, a public register of Companies House on which companies can choose to file certain information, such as the company's register of members, directors, secretaries or persons of significant control. (see Q&A 7 and Q&A 10) there is a different process for updating it. See Q&A 49 for further guidance.
If your A private company limited by shares incorporated and registered in England and Wales. structure is straightforward and all the In relation to a company limited by shares, means persons whose names have been entered in the register of members of that company as shareholders in that company. are individuals or United Kingdom of Great Britain and Northern Ireland Private companies limited by shares incorporated and registered in England and Wales. , it will be relatively simple to identify your Most commonly, a person will have significant control over a company if they have more than 25% of the shares or voting rights, or are able to significantly influence or control the company in some way. A person is also a PSC of a company if they have the right to appoint or remove a majority of its board of directors. Finally, a person qualifies if they can significantly influence or control a firm or a trust which itself has one of the rights in this list., confirm their details and make the appropriate entry on your The register of people with significant control that a company is required to keep under the Companies Act 2006. (see Q&A 29). The actual entry you make in your The register of people with significant control that a company is required to keep under the Companies Act 2006. will depend on the nature of the PSCs control over your A private company limited by shares incorporated and registered in England and Wales. .
There are five ways that a Person(s) with significant control. Most commonly, a person will have significant control over a company if they have more than 25% of the shares or voting rights, or are able to significantly influence or control the company in some way. A person is also a PSC of a company if they have the right to appoint or remove a majority of its board of directors. Finally, a person qualifies if they can significantly influence or control a firm or a trust which itself has one of the rights in this list. can exercise control over you A private company limited by shares incorporated and registered in England and Wales. . Note that one person or A private company limited by shares incorporated and registered in England and Wales. can (and very often will) exercise more than one type of control over your A private company limited by shares incorporated and registered in England and Wales. :
Any person or United Kingdom of Great Britain and Northern Ireland A private company limited by shares incorporated and registered in England and Wales. who holds more than 25% of the Shares in the capital of a company (sometimes also referred to as stock, for example in relation to US companies). Shares in a company give to the holders, known as shareholders, rights in relation to that company such as to vote, to receive dividends and to a return of capital. Holders of shares in a company own that company and the company, not its shareholders, owns the company's assets. in your A private company limited by shares incorporated and registered in England and Wales. is a Person(s) with significant control. Most commonly, a person will have significant control over a company if they have more than 25% of the shares or voting rights, or are able to significantly influence or control the company in some way. A person is also a PSC of a company if they have the right to appoint or remove a majority of its board of directors. Finally, a person qualifies if they can significantly influence or control a firm or a trust which itself has one of the rights in this list..
This is very common – see Q&A 34 for guidance on how to identify them, and Q&A 35 for the relevant wording to include in your The register of people with significant control that a company is required to keep under the Companies Act 2006..
Any person or United Kingdom of Great Britain and Northern Ireland A private company limited by shares incorporated and registered in England and Wales. who holds more than 25% of the Rights attached to shares which allow the member to vote on resolutions. Usually shares carry one vote per share but some may have additional voting rights, for example 10 votes per share. For most companies, at meetings of shareholders each member will have one vote per share if voting on a poll but only one vote in total if voting on a show of hands. in your A private company limited by shares incorporated and registered in England and Wales. is a Person(s) with significant control. Most commonly, a person will have significant control over a company if they have more than 25% of the shares or voting rights, or are able to significantly influence or control the company in some way. A person is also a PSC of a company if they have the right to appoint or remove a majority of its board of directors. Finally, a person qualifies if they can significantly influence or control a firm or a trust which itself has one of the rights in this list..
This is very common – see Q&A 36 for guidance on how to identify them, and Q&A 37 for the relevant wording to include in your The register of people with significant control that a company is required to keep under the Companies Act 2006..
Any person or United Kingdom of Great Britain and Northern Ireland A private company limited by shares incorporated and registered in England and Wales. who directly holds the right to appoint or remove the majority of the The directors of a company are the individuals who make up the company's board of directors. Directors may be natural persons or companies, but each company must have at least one director who is a natural person. The board is the main decision-making body of the company. of your A private company limited by shares incorporated and registered in England and Wales. is a Person(s) with significant control. Most commonly, a person will have significant control over a company if they have more than 25% of the shares or voting rights, or are able to significantly influence or control the company in some way. A person is also a PSC of a company if they have the right to appoint or remove a majority of its board of directors. Finally, a person qualifies if they can significantly influence or control a firm or a trust which itself has one of the rights in this list..
This is very common – see Q&A 38 for guidance on how to identify them, and Q&A 39 for the relevant wording to include in your The register of people with significant control that a company is required to keep under the Companies Act 2006..
Any person or United Kingdom of Great Britain and Northern Ireland A private company limited by shares incorporated and registered in England and Wales. who has significant influence or control over your A private company limited by shares incorporated and registered in England and Wales. is a Person(s) with significant control. Most commonly, a person will have significant control over a company if they have more than 25% of the shares or voting rights, or are able to significantly influence or control the company in some way. A person is also a PSC of a company if they have the right to appoint or remove a majority of its board of directors. Finally, a person qualifies if they can significantly influence or control a firm or a trust which itself has one of the rights in this list..
This is much less common for simple A private company limited by shares incorporated and registered in England and Wales. structures. It is designed to require you to disclose the identity of any individual who runs your business behind the scenes, even though they do not hold Shares in the capital of a company (sometimes also referred to as stock, for example in relation to US companies). Shares in a company give to the holders, known as shareholders, rights in relation to that company such as to vote, to receive dividends and to a return of capital. Holders of shares in a company own that company and the company, not its shareholders, owns the company's assets. in their own name (see Q&A 40 for guidance on how to identify them, and Q&A 41 for the relevant wording to include in your The register of people with significant control that a company is required to keep under the Companies Act 2006.).
Finally, and least commonly, any person or United Kingdom of Great Britain and Northern Ireland A private company limited by shares incorporated and registered in England and Wales. who is an influential or controlling In relation to a company limited by shares, means a person whose name has been entered in the register of members of that company as a shareholder in that company. of a firm or (Generally) A person who holds property on behalf of someone else (the beneficiary). of a trust which will have any of the rights above can be a Person(s) with significant control. Most commonly, a person will have significant control over a company if they have more than 25% of the shares or voting rights, or are able to significantly influence or control the company in some way. A person is also a PSC of a company if they have the right to appoint or remove a majority of its board of directors. Finally, a person qualifies if they can significantly influence or control a firm or a trust which itself has one of the rights in this list..
This provision generally only applies if your A private company limited by shares incorporated and registered in England and Wales. is part of a larger A collection of companies under common control. or some of its Shares in the capital of a company (sometimes also referred to as stock, for example in relation to US companies). Shares in a company give to the holders, known as shareholders, rights in relation to that company such as to vote, to receive dividends and to a return of capital. Holders of shares in a company own that company and the company, not its shareholders, owns the company's assets. are held by a trust. If you believe this applies to your A private company limited by shares incorporated and registered in England and Wales. you should seek specific legal advice to ensure you comply with your legal obligations. For access to a specialist lawyer in a few simple steps, you can use our Ask a Lawyer service.
For a simple business structure, it should be easy to apply these criteria and identify who controls your A private company limited by shares incorporated and registered in England and Wales. .
EXAMPLE: if you have used The standard, default articles of association that a company can use. Articles set the rules that company officers must follow when running the company. and only have one type of Shares in the capital of a company (sometimes also referred to as stock, for example in relation to US companies). Shares in a company give to the holders, known as shareholders, rights in relation to that company such as to vote, to receive dividends and to a return of capital. Holders of shares in a company own that company and the company, not its shareholders, owns the company's assets. , the Shares in the capital of a company (sometimes also referred to as stock, for example in relation to US companies). Shares in a company give to the holders, known as shareholders, rights in relation to that company such as to vote, to receive dividends and to a return of capital. Holders of shares in a company own that company and the company, not its shareholders, owns the company's assets. all have equal Rights attached to shares which allow the member to vote on resolutions. Usually shares carry one vote per share but some may have additional voting rights, for example 10 votes per share. For most companies, at meetings of shareholders each member will have one vote per share if voting on a poll but only one vote in total if voting on a show of hands. and a simple majority vote is required to remove The directors of a company are the individuals who make up the company's board of directors. Directors may be natural persons or companies, but each company must have at least one director who is a natural person. The board is the main decision-making body of the company. . In these common circumstances, anyone with a shareholding over 50% will be caught by criteria (a), (b) and (c). Anyone with a shareholding over 25% will be caught by criteria (a) and (b).
Note that if your A private company limited by shares incorporated and registered in England and Wales. has identified that it does not have any PSCs, you will still need to keep a register and enter that fact on the The register of people with significant control that a company is required to keep under the Companies Act 2006.. See Q&A 30 for what official wording to enter into your register in these circumstances.
Note that guidance here can help you identify those with significant control over your A private company limited by shares incorporated and registered in England and Wales. if it is in the hands of individuals or United Kingdom of Great Britain and Northern Ireland Private companies limited by shares incorporated and registered in England and Wales. . If you have a complex corporate structure which involves overseas Private companies limited by shares incorporated and registered in England and Wales. or other entities such as trusts, you should seek specific legal advice. For access to a specialist lawyer, you can use our Ask a Lawyer service.
Any person or United Kingdom of Great Britain and Northern Ireland A private company limited by shares incorporated and registered in England and Wales. who holds more than 25% of the Rights attached to shares which allow the member to vote on resolutions. Usually shares carry one vote per share but some may have additional voting rights, for example 10 votes per share. For most companies, at meetings of shareholders each member will have one vote per share if voting on a poll but only one vote in total if voting on a show of hands. in your A private company limited by shares incorporated and registered in England and Wales. must be recorded on your A private company limited by shares incorporated and registered in England and Wales. 's The register of people with significant control that a company is required to keep under the Companies Act 2006. (see Q&A 33). You can identify is anyone holds more than 25% of your A private company limited by shares incorporated and registered in England and Wales. 's Rights attached to shares which allow the member to vote on resolutions. Usually shares carry one vote per share but some may have additional voting rights, for example 10 votes per share. For most companies, at meetings of shareholders each member will have one vote per share if voting on a poll but only one vote in total if voting on a show of hands. by reviewing:
your A private company limited by shares incorporated and registered in England and Wales. 's A register which a company is required to keep containing particular details of each person who is a member of the company, including their name, address and date of registration.;
the Also referred to as articles of association, a company’s articles are the main body of rules which govern how the company regulates its internal affairs (subject to certain overriding legal requirements). Important matters addressed in the articles include the division of powers between directors and shareholders, the composition and operation of the board of directors, matters relating to the holding and conduct of directors’ and shareholders’ meetings, and provisions relating to the transfer of shares. of association; and
the statement of capital.
In simple A private company limited by shares incorporated and registered in England and Wales. structures, one A share in the capital of a company (sometimes also referred to as stock, for example in relation to US companies). Shares in a company give to the holders, known as shareholders, rights in relation to that company such as to vote, to receive dividends and to a return of capital. Holders of shares in a company own that company and the company, not its shareholders, owns the company's assets. generally carries one vote. For example, if you The legal process to have formed a company. using the The standard, default articles of association that a company can use. Articles set the rules that company officers must follow when running the company., your A private company limited by shares incorporated and registered in England and Wales. will only have Shares that do not have any special rights attaching to them. If a company only has one class of shares, they will usually be ordinary shares. Ordinary shares do not give the holder any preferential or priority rights - usually they include rights to attend general meetings and vote, the right to a dividend and the right to a share of capital. There can be different classes of ordinary shares, each having different rights. For example A ordinary shares with the right to vote and participate in profits and capital; and B ordinary shares with the right to participate in profits and capital but not the right to vote. and each A share in the capital of a company (sometimes also referred to as stock, for example in relation to US companies). Shares in a company give to the holders, known as shareholders, rights in relation to that company such as to vote, to receive dividends and to a return of capital. Holders of shares in a company own that company and the company, not its shareholders, owns the company's assets. will carry one vote. Anyone with more than 25% of those Shares in the capital of a company (sometimes also referred to as stock, for example in relation to US companies). Shares in a company give to the holders, known as shareholders, rights in relation to that company such as to vote, to receive dividends and to a return of capital. Holders of shares in a company own that company and the company, not its shareholders, owns the company's assets. will therefore qualify as a Person(s) with significant control. Most commonly, a person will have significant control over a company if they have more than 25% of the shares or voting rights, or are able to significantly influence or control the company in some way. A person is also a PSC of a company if they have the right to appoint or remove a majority of its board of directors. Finally, a person qualifies if they can significantly influence or control a firm or a trust which itself has one of the rights in this list. under this test (as well as under the shareholding criteria at Q&A 34). However, if your A private company limited by shares incorporated and registered in England and Wales. has different Types of shares with identical rights. Companies using the default model articles will only have one class of ordinary shares. If a company creates or issues shares with different rights (for example, non-voting shares) these will form a separate class of shares. you should check the rights attached to each class by reviewing your A private company limited by shares incorporated and registered in England and Wales. 's Also referred to as articles of association, a company’s articles are the main body of rules which govern how the company regulates its internal affairs (subject to certain overriding legal requirements). Important matters addressed in the articles include the division of powers between directors and shareholders, the composition and operation of the board of directors, matters relating to the holding and conduct of directors’ and shareholders’ meetings, and provisions relating to the transfer of shares. of association, since some Shares in the capital of a company (sometimes also referred to as stock, for example in relation to US companies). Shares in a company give to the holders, known as shareholders, rights in relation to that company such as to vote, to receive dividends and to a return of capital. Holders of shares in a company own that company and the company, not its shareholders, owns the company's assets. may not have Rights attached to shares which allow the member to vote on resolutions. Usually shares carry one vote per share but some may have additional voting rights, for example 10 votes per share. For most companies, at meetings of shareholders each member will have one vote per share if voting on a poll but only one vote in total if voting on a show of hands., or may have enhanced Rights attached to shares which allow the member to vote on resolutions. Usually shares carry one vote per share but some may have additional voting rights, for example 10 votes per share. For most companies, at meetings of shareholders each member will have one vote per share if voting on a poll but only one vote in total if voting on a show of hands..
If you have any non-United Kingdom of Great Britain and Northern Ireland Private companies limited by shares incorporated and registered in England and Wales. or other entities like trusts which hold Rights attached to shares which allow the member to vote on resolutions. Usually shares carry one vote per share but some may have additional voting rights, for example 10 votes per share. For most companies, at meetings of shareholders each member will have one vote per share if voting on a poll but only one vote in total if voting on a show of hands. in your A private company limited by shares incorporated and registered in England and Wales. , the position can become more complex and in such circumstances you should take separate legal advice for guidance on your Person(s) with significant control. Most commonly, a person will have significant control over a company if they have more than 25% of the shares or voting rights, or are able to significantly influence or control the company in some way. A person is also a PSC of a company if they have the right to appoint or remove a majority of its board of directors. Finally, a person qualifies if they can significantly influence or control a firm or a trust which itself has one of the rights in this list. registration obligations. For access to a specialist lawyer in a few simple steps, you can use our Ask a Lawyer service.
Note that there are particular requirements where Shares in the capital of a company (sometimes also referred to as stock, for example in relation to US companies). Shares in a company give to the holders, known as shareholders, rights in relation to that company such as to vote, to receive dividends and to a return of capital. Holders of shares in a company own that company and the company, not its shareholders, owns the company's assets. are held jointly or through a nominee, and if your In relation to a company limited by shares, means persons whose names have been entered in the register of members of that company as shareholders in that company. have an agreement to exercise their rights in a particular way:
Joint shareholdings
If two or more people hold Shares in the capital of a company (sometimes also referred to as stock, for example in relation to US companies). Shares in a company give to the holders, known as shareholders, rights in relation to that company such as to vote, to receive dividends and to a return of capital. Holders of shares in a company own that company and the company, not its shareholders, owns the company's assets. jointly they must both be added to the register if the Rights attached to shares which allow the member to vote on resolutions. Usually shares carry one vote per share but some may have additional voting rights, for example 10 votes per share. For most companies, at meetings of shareholders each member will have one vote per share if voting on a poll but only one vote in total if voting on a show of hands. attached to their shareholding are over 25%.
Nominee In relation to a company limited by shares, means persons whose names have been entered in the register of members of that company as shareholders in that company.
If enough voting Shares in the capital of a company (sometimes also referred to as stock, for example in relation to US companies). Shares in a company give to the holders, known as shareholders, rights in relation to that company such as to vote, to receive dividends and to a return of capital. Holders of shares in a company own that company and the company, not its shareholders, owns the company's assets. to qualify are held by a nominee on behalf of someone else, it is the underlying owner and not the nominee who must be registered on the The register of people with significant control that a company is required to keep under the Companies Act 2006..
In relation to a company limited by shares, means persons whose names have been entered in the register of members of that company as shareholders in that company.' joint arrangements
These are when two or more In relation to a company limited by shares, means persons whose names have been entered in the register of members of that company as shareholders in that company. agree to exercise their rights jointly, eg to always vote in a specific way. If any of your In relation to a company limited by shares, means persons whose names have been entered in the register of members of that company as shareholders in that company. have such an arrangement, you must consider the Rights attached to shares which allow the member to vote on resolutions. Usually shares carry one vote per share but some may have additional voting rights, for example 10 votes per share. For most companies, at meetings of shareholders each member will have one vote per share if voting on a poll but only one vote in total if voting on a show of hands. of their shareholdings together when deciding if they qualify for the The register of people with significant control that a company is required to keep under the Companies Act 2006. or not. For example, if two In relation to a company limited by shares, means persons whose names have been entered in the register of members of that company as shareholders in that company. who have a joint arrangement each hold 20% of the Rights attached to shares which allow the member to vote on resolutions. Usually shares carry one vote per share but some may have additional voting rights, for example 10 votes per share. For most companies, at meetings of shareholders each member will have one vote per share if voting on a poll but only one vote in total if voting on a show of hands. in the A private company limited by shares incorporated and registered in England and Wales. , they both must be entered on the The register of people with significant control that a company is required to keep under the Companies Act 2006. because they will be seen to hold 40% of the Rights attached to shares which allow the member to vote on resolutions. Usually shares carry one vote per share but some may have additional voting rights, for example 10 votes per share. For most companies, at meetings of shareholders each member will have one vote per share if voting on a poll but only one vote in total if voting on a show of hands. for the purposes of the Person(s) with significant control. Most commonly, a person will have significant control over a company if they have more than 25% of the shares or voting rights, or are able to significantly influence or control the company in some way. A person is also a PSC of a company if they have the right to appoint or remove a majority of its board of directors. Finally, a person qualifies if they can significantly influence or control a firm or a trust which itself has one of the rights in this list. regime.
The arrangement does not need to be legally binding, so informal agreements or even well-established customs count. However, one-off arrangements are excluded.
See Q&A 37 for guidance on the wording to include on your The register of people with significant control that a company is required to keep under the Companies Act 2006. if someone holds more than 25% of your A private company limited by shares incorporated and registered in England and Wales. 's Rights attached to shares which allow the member to vote on resolutions. Usually shares carry one vote per share but some may have additional voting rights, for example 10 votes per share. For most companies, at meetings of shareholders each member will have one vote per share if voting on a poll but only one vote in total if voting on a show of hands..
Where you have identified either an individual or another United Kingdom of Great Britain and Northern Ireland A private company limited by shares incorporated and registered in England and Wales. that owns more than 25% of the Rights attached to shares which allow the member to vote on resolutions. Usually shares carry one vote per share but some may have additional voting rights, for example 10 votes per share. For most companies, at meetings of shareholders each member will have one vote per share if voting on a poll but only one vote in total if voting on a show of hands., that person or A private company limited by shares incorporated and registered in England and Wales. must be notified and have their details entered on the The register of people with significant control that a company is required to keep under the Companies Act 2006. (see Q&A 28 and Q&A 29). In addition to confirming their personal details (see Q&A 28) the entry in your The register of people with significant control that a company is required to keep under the Companies Act 2006. should include one of the following statements depending on the proportion of Rights attached to shares which allow the member to vote on resolutions. Usually shares carry one vote per share but some may have additional voting rights, for example 10 votes per share. For most companies, at meetings of shareholders each member will have one vote per share if voting on a poll but only one vote in total if voting on a show of hands. held by the relevant person:
'the person holds, directly or indirectly, more than 25% but not more than 50% of the Rights attached to shares which allow the member to vote on resolutions. Usually shares carry one vote per share but some may have additional voting rights, for example 10 votes per share. For most companies, at meetings of shareholders each member will have one vote per share if voting on a poll but only one vote in total if voting on a show of hands. in the A private company limited by shares incorporated and registered in England and Wales. ';
'the person holds, directly or indirectly, more than 50% but less than 75% of the Rights attached to shares which allow the member to vote on resolutions. Usually shares carry one vote per share but some may have additional voting rights, for example 10 votes per share. For most companies, at meetings of shareholders each member will have one vote per share if voting on a poll but only one vote in total if voting on a show of hands. in the A private company limited by shares incorporated and registered in England and Wales. '; or
'the person holds, directly or indirectly, 75% or more of the Rights attached to shares which allow the member to vote on resolutions. Usually shares carry one vote per share but some may have additional voting rights, for example 10 votes per share. For most companies, at meetings of shareholders each member will have one vote per share if voting on a poll but only one vote in total if voting on a show of hands. in the A private company limited by shares incorporated and registered in England and Wales. '.
If the person or United Kingdom of Great Britain and Northern Ireland A private company limited by shares incorporated and registered in England and Wales. qualifies as a Person(s) with significant control. Most commonly, a person will have significant control over a company if they have more than 25% of the shares or voting rights, or are able to significantly influence or control the company in some way. A person is also a PSC of a company if they have the right to appoint or remove a majority of its board of directors. Finally, a person qualifies if they can significantly influence or control a firm or a trust which itself has one of the rights in this list. under more than one criterion (eg if they have over 25% of the Shares in the capital of a company (sometimes also referred to as stock, for example in relation to US companies). Shares in a company give to the holders, known as shareholders, rights in relation to that company such as to vote, to receive dividends and to a return of capital. Holders of shares in a company own that company and the company, not its shareholders, owns the company's assets. (see Q&A 34) and over 25% of the Rights attached to shares which allow the member to vote on resolutions. Usually shares carry one vote per share but some may have additional voting rights, for example 10 votes per share. For most companies, at meetings of shareholders each member will have one vote per share if voting on a poll but only one vote in total if voting on a show of hands.), you must include the required wording for both in their register entry.
Any person or United Kingdom of Great Britain and Northern Ireland A private company limited by shares incorporated and registered in England and Wales. with the right to appoint or remove The directors of a company are the individuals who make up the company's board of directors. Directors may be natural persons or companies, but each company must have at least one director who is a natural person. The board is the main decision-making body of the company. who hold a majority of the Rights attached to shares which allow the member to vote on resolutions. Usually shares carry one vote per share but some may have additional voting rights, for example 10 votes per share. For most companies, at meetings of shareholders each member will have one vote per share if voting on a poll but only one vote in total if voting on a show of hands. at meetings of your A private company limited by shares incorporated and registered in England and Wales. 's A collective name for the directors of a company. The board is usually the primary day-to-day decision-making body of a company.on all or substantially all matters must be recorded on your A private company limited by shares incorporated and registered in England and Wales. 's The register of people with significant control that a company is required to keep under the Companies Act 2006. (see Q&A 33). You can identify who has the power to appoint and remove your A private company limited by shares incorporated and registered in England and Wales. 's The directors of a company are the individuals who make up the company's board of directors. Directors may be natural persons or companies, but each company must have at least one director who is a natural person. The board is the main decision-making body of the company. by reviewing:
your A private company limited by shares incorporated and registered in England and Wales. 's A register which a company is required to keep containing particular details of each person who is a member of the company, including their name, address and date of registration.;
the Also referred to as articles of association, a company’s articles are the main body of rules which govern how the company regulates its internal affairs (subject to certain overriding legal requirements). Important matters addressed in the articles include the division of powers between directors and shareholders, the composition and operation of the board of directors, matters relating to the holding and conduct of directors’ and shareholders’ meetings, and provisions relating to the transfer of shares. of association; and
any In relation to a company limited by shares, means a person whose name has been entered in the register of members of that company as a shareholder in that company.'s agreements regarding the appointment or removal of The directors of a company are the individuals who make up the company's board of directors. Directors may be natural persons or companies, but each company must have at least one director who is a natural person. The board is the main decision-making body of the company. .
If you have any non-United Kingdom of Great Britain and Northern Ireland Private companies limited by shares incorporated and registered in England and Wales. or other entities eg trusts which have these rights in your A private company limited by shares incorporated and registered in England and Wales. , the position can become more complex and in such circumstances you should take separate legal advice for guidance on your Person(s) with significant control. Most commonly, a person will have significant control over a company if they have more than 25% of the shares or voting rights, or are able to significantly influence or control the company in some way. A person is also a PSC of a company if they have the right to appoint or remove a majority of its board of directors. Finally, a person qualifies if they can significantly influence or control a firm or a trust which itself has one of the rights in this list. registration obligations. For access to a specialist lawyer in a few simple steps, you can use our Ask a Lawyer service.
Once you have identified who can make changes to the board, check their power extends to removing or appointing The directors of a company are the individuals who make up the company's board of directors. Directors may be natural persons or companies, but each company must have at least one director who is a natural person. The board is the main decision-making body of the company. who make up a majority of Rights attached to shares which allow the member to vote on resolutions. Usually shares carry one vote per share but some may have additional voting rights, for example 10 votes per share. For most companies, at meetings of shareholders each member will have one vote per share if voting on a poll but only one vote in total if voting on a show of hands. in all or substantially all A collective name for the directors of a company. The board is usually the primary day-to-day decision-making body of a company.decisions.
If your A private company limited by shares incorporated and registered in England and Wales. has the The standard, default articles of association that a company can use. Articles set the rules that company officers must follow when running the company., your A private company limited by shares incorporated and registered in England and Wales. 's In relation to a company limited by shares, means persons whose names have been entered in the register of members of that company as shareholders in that company. can remove a The directors of a company are the individuals who make up the company's board of directors. Directors may be natural persons or companies, but each company must have at least one director who is a natural person. The board is the main decision-making body of the company. at any time and for any reason by passing an A decision made by shareholders of a company, which requires the approval of shareholder(s) holding a majority (eg more than 50%) of the company's voting shares. at a A meeting of the company's shareholders or members.. Therefore, anyone with a shareholding of over 50% will be registrable as a Person(s) with significant control. Most commonly, a person will have significant control over a company if they have more than 25% of the shares or voting rights, or are able to significantly influence or control the company in some way. A person is also a PSC of a company if they have the right to appoint or remove a majority of its board of directors. Finally, a person qualifies if they can significantly influence or control a firm or a trust which itself has one of the rights in this list. on this ground (in addition to as a holder of over 25% of your A private company limited by shares incorporated and registered in England and Wales. 's Shares in the capital of a company (sometimes also referred to as stock, for example in relation to US companies). Shares in a company give to the holders, known as shareholders, rights in relation to that company such as to vote, to receive dividends and to a return of capital. Holders of shares in a company own that company and the company, not its shareholders, owns the company's assets. (see Q&A 34) and Rights attached to shares which allow the member to vote on resolutions. Usually shares carry one vote per share but some may have additional voting rights, for example 10 votes per share. For most companies, at meetings of shareholders each member will have one vote per share if voting on a poll but only one vote in total if voting on a show of hands. (see Q&A 36).
Your A private company limited by shares incorporated and registered in England and Wales. 's The main rules on how a company is run. The articles include rules on the division of powers between directors and shareholders, the composition and operation of the board of directors and how directors’ and shareholders’ meetings are held.or An agreement entered into between the shareholders of a company which regulates the relationship between the shareholders and governs how the company is run. may also grant your The directors of a company are the individuals who make up the company's board of directors. Directors may be natural persons or companies, but each company must have at least one director who is a natural person. The board is the main decision-making body of the company. power to appoint or remove other The directors of a company are the individuals who make up the company's board of directors. Directors may be natural persons or companies, but each company must have at least one director who is a natural person. The board is the main decision-making body of the company. to or from the board. If any individual The directors of a company are the individuals who make up the company's board of directors. Directors may be natural persons or companies, but each company must have at least one director who is a natural person. The board is the main decision-making body of the company. can do so alone, their details must be confirmed and they must be added to the The register of people with significant control that a company is required to keep under the Companies Act 2006..
Note that there are particular requirements where Shares in the capital of a company (sometimes also referred to as stock, for example in relation to US companies). Shares in a company give to the holders, known as shareholders, rights in relation to that company such as to vote, to receive dividends and to a return of capital. Holders of shares in a company own that company and the company, not its shareholders, owns the company's assets. are held jointly or through a nominee, and if your In relation to a company limited by shares, means persons whose names have been entered in the register of members of that company as shareholders in that company. have an agreement to exercise their rights in a particular way:
Joint shareholdings
If two or more people hold Shares in the capital of a company (sometimes also referred to as stock, for example in relation to US companies). Shares in a company give to the holders, known as shareholders, rights in relation to that company such as to vote, to receive dividends and to a return of capital. Holders of shares in a company own that company and the company, not its shareholders, owns the company's assets. jointly they must both be added to the register if their shareholding gives them the right to appoint or remove the majority of your A private company limited by shares incorporated and registered in England and Wales. 's The directors of a company are the individuals who make up the company's board of directors. Directors may be natural persons or companies, but each company must have at least one director who is a natural person. The board is the main decision-making body of the company. .
Nominee In relation to a company limited by shares, means persons whose names have been entered in the register of members of that company as shareholders in that company.
If Shares in the capital of a company (sometimes also referred to as stock, for example in relation to US companies). Shares in a company give to the holders, known as shareholders, rights in relation to that company such as to vote, to receive dividends and to a return of capital. Holders of shares in a company own that company and the company, not its shareholders, owns the company's assets. which carry the right to appoint or remove the majority of your A private company limited by shares incorporated and registered in England and Wales. 's The directors of a company are the individuals who make up the company's board of directors. Directors may be natural persons or companies, but each company must have at least one director who is a natural person. The board is the main decision-making body of the company. are held by a nominee on behalf of someone else, it is the underlying owner and not the nominee who must be registered on the The register of people with significant control that a company is required to keep under the Companies Act 2006..
In relation to a company limited by shares, means persons whose names have been entered in the register of members of that company as shareholders in that company.' joint arrangements
These are when two or more In relation to a company limited by shares, means persons whose names have been entered in the register of members of that company as shareholders in that company. agree to exercise their rights jointly in a particular way. If any of your In relation to a company limited by shares, means persons whose names have been entered in the register of members of that company as shareholders in that company. have such an arrangement regarding the appointment or removal of your The directors of a company are the individuals who make up the company's board of directors. Directors may be natural persons or companies, but each company must have at least one director who is a natural person. The board is the main decision-making body of the company. , you must consider their shareholdings together when deciding if they qualify for the The register of people with significant control that a company is required to keep under the Companies Act 2006. or not, and if they qualify, you must include them both on the register.
The arrangement does not need to be legally binding, so informal agreements or even well-established customs count. However, one-off arrangements are excluded.
See Q&A 39 for guidance on the wording to include on your The register of people with significant control that a company is required to keep under the Companies Act 2006. if someone has the right to appoint or remove a majority of your A private company limited by shares incorporated and registered in England and Wales. 's The directors of a company are the individuals who make up the company's board of directors. Directors may be natural persons or companies, but each company must have at least one director who is a natural person. The board is the main decision-making body of the company.
Where you have identified either an individual or another United Kingdom of Great Britain and Northern Ireland A private company limited by shares incorporated and registered in England and Wales. that has the right, directly or indirectly, to appoint or remove a majority of the A collective name for the directors of a company. The board is usually the primary day-to-day decision-making body of a company., that person or A private company limited by shares incorporated and registered in England and Wales. must be notified and have their details entered on the The register of people with significant control that a company is required to keep under the Companies Act 2006. (see Q&A 33). In addition to confirming their personal details (see Q&A 28) the entry in your The register of people with significant control that a company is required to keep under the Companies Act 2006. should include the following confirmation:
'the person holds the right, directly or indirectly, to appoint or remove a majority of the A collective name for the directors of a company. The board is usually the primary day-to-day decision-making body of a company.'.
If the person or United Kingdom of Great Britain and Northern Ireland A private company limited by shares incorporated and registered in England and Wales. qualifies as a Person(s) with significant control. Most commonly, a person will have significant control over a company if they have more than 25% of the shares or voting rights, or are able to significantly influence or control the company in some way. A person is also a PSC of a company if they have the right to appoint or remove a majority of its board of directors. Finally, a person qualifies if they can significantly influence or control a firm or a trust which itself has one of the rights in this list. under more than one criterion, you must include the required wording for all aspects of their control in the The register of people with significant control that a company is required to keep under the Companies Act 2006.. For example, if your A private company limited by shares incorporated and registered in England and Wales. uses The standard, default articles of association that a company can use. Articles set the rules that company officers must follow when running the company., anyone with the right to remove or appoint a majority of the The directors of a company are the individuals who make up the company's board of directors. Directors may be natural persons or companies, but each company must have at least one director who is a natural person. The board is the main decision-making body of the company. will almost certainly also hold over 50% of the A private company limited by shares incorporated and registered in England and Wales. 's Shares in the capital of a company (sometimes also referred to as stock, for example in relation to US companies). Shares in a company give to the holders, known as shareholders, rights in relation to that company such as to vote, to receive dividends and to a return of capital. Holders of shares in a company own that company and the company, not its shareholders, owns the company's assets. (see Q&A 34) and have over 50% of the Rights attached to shares which allow the member to vote on resolutions. Usually shares carry one vote per share but some may have additional voting rights, for example 10 votes per share. For most companies, at meetings of shareholders each member will have one vote per share if voting on a poll but only one vote in total if voting on a show of hands. (see Q&A 36). Your entry in the The register of people with significant control that a company is required to keep under the Companies Act 2006. for that person should include confirmation of all three aspects of their control.
Any person or United Kingdom of Great Britain and Northern Ireland A private company limited by shares incorporated and registered in England and Wales. with significant influence or control over your A private company limited by shares incorporated and registered in England and Wales. must be recorded on your A private company limited by shares incorporated and registered in England and Wales. 's The register of people with significant control that a company is required to keep under the Companies Act 2006. (see Q&A 33). It is relatively uncommon for small businesses to have any PSCs qualifying under this head.
You do not need to consider any person or A private company limited by shares incorporated and registered in England and Wales. that already qualifies as a Most commonly, a person will have significant control over a company if they have more than 25% of the shares or voting rights, or are able to significantly influence or control the company in some way. A person is also a PSC of a company if they have the right to appoint or remove a majority of its board of directors. Finally, a person qualifies if they can significantly influence or control a firm or a trust which itself has one of the rights in this list. by virtue of having a shareholding of over 25%, control of over 25% of the Rights attached to shares which allow the member to vote on resolutions. Usually shares carry one vote per share but some may have additional voting rights, for example 10 votes per share. For most companies, at meetings of shareholders each member will have one vote per share if voting on a poll but only one vote in total if voting on a show of hands. in your A private company limited by shares incorporated and registered in England and Wales. , or the ability to remove or appoint a majority of the The directors of a company are the individuals who make up the company's board of directors. Directors may be natural persons or companies, but each company must have at least one director who is a natural person. The board is the main decision-making body of the company. (see Q&A 34, Q&A 36 and Q&A 38 respectively).
Note that if any non-United Kingdom of Great Britain and Northern Ireland A private company limited by shares incorporated and registered in England and Wales. or other entity (eg a trust) appears to qualify as a Person(s) with significant control. Most commonly, a person will have significant control over a company if they have more than 25% of the shares or voting rights, or are able to significantly influence or control the company in some way. A person is also a PSC of a company if they have the right to appoint or remove a majority of its board of directors. Finally, a person qualifies if they can significantly influence or control a firm or a trust which itself has one of the rights in this list. under this head, the position is more complex and in such circumstances you should take separate legal advice for guidance on your Person(s) with significant control. Most commonly, a person will have significant control over a company if they have more than 25% of the shares or voting rights, or are able to significantly influence or control the company in some way. A person is also a PSC of a company if they have the right to appoint or remove a majority of its board of directors. Finally, a person qualifies if they can significantly influence or control a firm or a trust which itself has one of the rights in this list. registration obligations. For access to a specialist lawyer in a few simple steps, you can use our Ask a Lawyer service.
There is no hard and fast rule as to what constitutes significant influence or control over your A private company limited by shares incorporated and registered in England and Wales. under this head.
You need to consider all the relationships that an influential person or United Kingdom of Great Britain and Northern Ireland A private company limited by shares incorporated and registered in England and Wales. has with your A private company limited by shares incorporated and registered in England and Wales. or its managers to decide whether they either actually exert significant influence or control, or have the right to do so even if they do not exercise it.
There are a number of excepted roles within which people will influence your A private company limited by shares incorporated and registered in England and Wales. but not be considered a Person(s) with significant control. Most commonly, a person will have significant control over a company if they have more than 25% of the shares or voting rights, or are able to significantly influence or control the company in some way. A person is also a PSC of a company if they have the right to appoint or remove a majority of its board of directors. Finally, a person qualifies if they can significantly influence or control a firm or a trust which itself has one of the rights in this list. unless they step outside their role to exercise influence, such as professional advisers (eg lawyers, accountants), your suppliers, customers or lenders, or your The directors of a company are the individuals who make up the company's board of directors. Directors may be natural persons or companies, but each company must have at least one director who is a natural person. The board is the main decision-making body of the company. .
Examples of the kind of rights that involve exercising significant influence or control include:
having absolute veto over decisions related to running your A private company limited by shares incorporated and registered in England and Wales. ;
the right to adopt or amend your A private company limited by shares incorporated and registered in England and Wales. ’s business plan, or change the nature of your A private company limited by shares incorporated and registered in England and Wales. 's business;
the right to appoint or remove your CEO; or
the right to set up or change any profit-sharing, bonus or other incentive schemes of any kind for your The directors of a company are the individuals who make up the company's board of directors. Directors may be natural persons or companies, but each company must have at least one director who is a natural person. The board is the main decision-making body of the company. or Individuals hired personally to work under contracts of employment, usually in exchange for payment. Employees are normally fully integrated into the business and the employer exercises a large degree of control over their work..
People who can do these might be, for example:
someone regularly consulted on A collective name for the directors of a company. The board is usually the primary day-to-day decision-making body of a company.decisions whose views consistently influence the board's decisions;
a person whose recommendations are usually followed by your A private company limited by shares incorporated and registered in England and Wales. 's majority In relation to a company limited by shares, means persons whose names have been entered in the register of members of that company as shareholders in that company., for example a former One of the original members of a company. Also referred to as a subscriber or initial shareholder. of your A private company limited by shares incorporated and registered in England and Wales. who does not have Shares in the capital of a company (sometimes also referred to as stock, for example in relation to US companies). Shares in a company give to the holders, known as shareholders, rights in relation to that company such as to vote, to receive dividends and to a return of capital. Holders of shares in a company own that company and the company, not its shareholders, owns the company's assets. any longer; or
a The directors of a company are the individuals who make up the company's board of directors. Directors may be natural persons or companies, but each company must have at least one director who is a natural person. The board is the main decision-making body of the company. who has more power than is usual for someone in their position, for example because they own assets important to the business such as the A product of human creativity such as copyrights, trademarks, patents and designs. rights to a product that forms a key part of the business.
See Q&A 41 for guidance on the wording to include on your The register of people with significant control that a company is required to keep under the Companies Act 2006. if someone has significant influence or control over your A private company limited by shares incorporated and registered in England and Wales. .
Where you have identified either an individual or United Kingdom of Great Britain and Northern Ireland A private company limited by shares incorporated and registered in England and Wales. that needs to be included on your The register of people with significant control that a company is required to keep under the Companies Act 2006. for this reason, that person or A private company limited by shares incorporated and registered in England and Wales. must be notified and have their details entered on the The register of people with significant control that a company is required to keep under the Companies Act 2006. (see Q&A 33 and Q&A 29). In addition to confirming their personal details (see Q&A 28) the entry in your The register of people with significant control that a company is required to keep under the Companies Act 2006. should include the following confirmation:
'The person has the right to exercise, or actually exercises, significant influence or control over the A private company limited by shares incorporated and registered in England and Wales. '.
Remember that this is only applicable when the person or United Kingdom of Great Britain and Northern Ireland A private company limited by shares incorporated and registered in England and Wales. does not qualify for inclusion as a result of holding over 25% of your A private company limited by shares incorporated and registered in England and Wales. 's Shares in the capital of a company (sometimes also referred to as stock, for example in relation to US companies). Shares in a company give to the holders, known as shareholders, rights in relation to that company such as to vote, to receive dividends and to a return of capital. Holders of shares in a company own that company and the company, not its shareholders, owns the company's assets. or Rights attached to shares which allow the member to vote on resolutions. Usually shares carry one vote per share but some may have additional voting rights, for example 10 votes per share. For most companies, at meetings of shareholders each member will have one vote per share if voting on a poll but only one vote in total if voting on a show of hands., or having the ability to remove or appoint a majority of the The directors of a company are the individuals who make up the company's board of directors. Directors may be natural persons or companies, but each company must have at least one director who is a natural person. The board is the main decision-making body of the company. (see Q&A 40).
Once you have identified who has significant control of your A private company limited by shares incorporated and registered in England and Wales. (see Q&A 33), you must take steps to notify them and confirm their details for inclusion on the The register of people with significant control that a company is required to keep under the Companies Act 2006. (see Q&A 28).
Note that it is a criminal offence for a Person(s) with significant control. Most commonly, a person will have significant control over a company if they have more than 25% of the shares or voting rights, or are able to significantly influence or control the company in some way. A person is also a PSC of a company if they have the right to appoint or remove a majority of its board of directors. Finally, a person qualifies if they can significantly influence or control a firm or a trust which itself has one of the rights in this list. to refuse to provide you with their details.
If you have given notice to a person identified as a Person(s) with significant control. Most commonly, a person will have significant control over a company if they have more than 25% of the shares or voting rights, or are able to significantly influence or control the company in some way. A person is also a PSC of a company if they have the right to appoint or remove a majority of its board of directors. Finally, a person qualifies if they can significantly influence or control a firm or a trust which itself has one of the rights in this list. asking them to confirm their details (see Q&A 28 as to the form this notice must take) and the person has not complied within one month, you must enter on your The register of people with significant control that a company is required to keep under the Companies Act 2006.:
'The A private company limited by shares incorporated and registered in England and Wales. has given a notice under section 790D of the Act which has not been complied with' if the Person(s) with significant control. Most commonly, a person will have significant control over a company if they have more than 25% of the shares or voting rights, or are able to significantly influence or control the company in some way. A person is also a PSC of a company if they have the right to appoint or remove a majority of its board of directors. Finally, a person qualifies if they can significantly influence or control a firm or a trust which itself has one of the rights in this list. in question is an individual; or
'The addressee has failed to comply with a notice given by the A private company limited by shares incorporated and registered in England and Wales. under section 790E of the Act' if the Person(s) with significant control. Most commonly, a person will have significant control over a company if they have more than 25% of the shares or voting rights, or are able to significantly influence or control the company in some way. A person is also a PSC of a company if they have the right to appoint or remove a majority of its board of directors. Finally, a person qualifies if they can significantly influence or control a firm or a trust which itself has one of the rights in this list. is not an individual eg it is a A larger company which has control over a smaller, subsidiary company, usually because it holds the majority of voting rights in the subsidiary company..
If your notice is complied with late, note in your register 'The notice has been complied with after the time specified in the notice' along with the date.
If your Person(s) with significant control. Most commonly, a person will have significant control over a company if they have more than 25% of the shares or voting rights, or are able to significantly influence or control the company in some way. A person is also a PSC of a company if they have the right to appoint or remove a majority of its board of directors. Finally, a person qualifies if they can significantly influence or control a firm or a trust which itself has one of the rights in this list. does not respond to confirm their details, send a reminder.
If your Person(s) with significant control. Most commonly, a person will have significant control over a company if they have more than 25% of the shares or voting rights, or are able to significantly influence or control the company in some way. A person is also a PSC of a company if they have the right to appoint or remove a majority of its board of directors. Finally, a person qualifies if they can significantly influence or control a firm or a trust which itself has one of the rights in this list. still does not comply, you can take action against them by first warning them in writing and then issuing what is called a restrictions notice against your Person(s) with significant control. Most commonly, a person will have significant control over a company if they have more than 25% of the shares or voting rights, or are able to significantly influence or control the company in some way. A person is also a PSC of a company if they have the right to appoint or remove a majority of its board of directors. Finally, a person qualifies if they can significantly influence or control a firm or a trust which itself has one of the rights in this list.. The effect of a restrictions notice is to suspend some of the rights of the Person(s) with significant control. Most commonly, a person will have significant control over a company if they have more than 25% of the shares or voting rights, or are able to significantly influence or control the company in some way. A person is also a PSC of a company if they have the right to appoint or remove a majority of its board of directors. Finally, a person qualifies if they can significantly influence or control a firm or a trust which itself has one of the rights in this list. until they confirm their details for you, for example, preventing them from transferring their interest to someone else eg by selling their Shares in the capital of a company (sometimes also referred to as stock, for example in relation to US companies). Shares in a company give to the holders, known as shareholders, rights in relation to that company such as to vote, to receive dividends and to a return of capital. Holders of shares in a company own that company and the company, not its shareholders, owns the company's assets. , or exercising any Rights attached to shares which allow the member to vote on resolutions. Usually shares carry one vote per share but some may have additional voting rights, for example 10 votes per share. For most companies, at meetings of shareholders each member will have one vote per share if voting on a poll but only one vote in total if voting on a show of hands. attached to their Shares in the capital of a company (sometimes also referred to as stock, for example in relation to US companies). Shares in a company give to the holders, known as shareholders, rights in relation to that company such as to vote, to receive dividends and to a return of capital. Holders of shares in a company own that company and the company, not its shareholders, owns the company's assets. .
Issuing a restrictions notice is a serious measure to take and you must consider how it could effect other people involved in your business before proceeding. You should always take separate legal advice before choosing this path to compel a Person(s) with significant control. Most commonly, a person will have significant control over a company if they have more than 25% of the shares or voting rights, or are able to significantly influence or control the company in some way. A person is also a PSC of a company if they have the right to appoint or remove a majority of its board of directors. Finally, a person qualifies if they can significantly influence or control a firm or a trust which itself has one of the rights in this list. to confirm their details to you. For access to a specialist lawyer in a few simple steps, you can use our Ask a Lawyer service.
This would be very unusual for most Small and Medium-sized Enterprises: Businesses which are small or medium sized in terms of their staff numbers, turnover or assets.. Nevertheless, if you find yourself in such a situation, you must take reasonable steps to find out the identity of all the people, Private companies limited by shares incorporated and registered in England and Wales. or other legal entities which exercise significant control over your A private company limited by shares incorporated and registered in England and Wales. (see Q&A 33).
What is reasonable will vary widely depending on your A private company limited by shares incorporated and registered in England and Wales. 's circumstances. If the structure of your A private company limited by shares incorporated and registered in England and Wales. is straightforward it will not be difficult to identify everyone from your A private company limited by shares incorporated and registered in England and Wales. 's records and registers and your knowledge of how the A private company limited by shares incorporated and registered in England and Wales. is run in practice.
If you have a complex A private company limited by shares incorporated and registered in England and Wales. structure, it may be difficult to identify who exercises significant control. If there are others whom you have reasonable cause to think can help you identify your PSCs, you can require them to help you. People who may be of assistance could include advisers or intermediaries such as lawyers, accountants, banks, family members of business associates.
You can send such a person a written notice asking for information and requiring a response within one month.
Failure to respond to your notice without good reason is a criminal offence, punishable by up to two years of imprisonment, a fine or both.
Any of your A private company limited by shares incorporated and registered in England and Wales. 's Registers that a company is required by law to maintain and keep available for inspection by the public, including a register of members and register of directors. can be kept on the The registrar of all companies in the UK. Companies House incorporates and dissolves limited companies, registers the information companies are legally required to supply, and makes that information available to the public. In the company context, a public register of Companies House on which companies can choose to file certain information, such as the company's register of members, directors, secretaries or persons of significant control., namely:
A register which a company is required to keep containing particular details of each person who is a member of the company, including their name, address and date of registration. (see Q&A 11 and following);
Every company must keep a register of its directors, including particular details of each director. Failing to keep a register is an offence. (see Q&A 16) and following;
A register stating the usual residential address of each of the company's directors, which every company must keep. (see Q&A 19 and following);
If a company has appointed a company secretary it must keep a register detailing the particulars of that individual(s) or companies for inspection by the members of the company and other third parties, at their request. If a company has opted to keep that information at the Companies House central register it is not required to keep the register itself. (see Q&A 21 and following); and
register of Most commonly, a person will have significant control over a company if they have more than 25% of the shares or voting rights, or are able to significantly influence or control the company in some way. A person is also a PSC of a company if they have the right to appoint or remove a majority of its board of directors. Finally, a person qualifies if they can significantly influence or control a firm or a trust which itself has one of the rights in this list. (PSCs) (see Q&A 27 and following).
If you elect to keep your registers on the In the company context, a public register of Companies House on which companies can choose to file certain information, such as the company's register of members, directors, secretaries or persons of significant control., all of the information in them will be publicly accessible on demand (save for the A register stating the usual residential address of each of the company's directors, which every company must keep. which will be held by The registrar of all companies in the UK. Companies House incorporates and dissolves limited companies, registers the information companies are legally required to supply, and makes that information available to the public. but not published online). For details of how to elect to keep your Registers that a company is required by law to maintain and keep available for inspection by the public, including a register of members and register of directors. on the In the company context, a public register of Companies House on which companies can choose to file certain information, such as the company's register of members, directors, secretaries or persons of significant control., whether at The legal process of forming a company. or beyond, see Q&A 45.
Keeping registers on the The registrar of all companies in the UK. Companies House incorporates and dissolves limited companies, registers the information companies are legally required to supply, and makes that information available to the public. In the company context, a public register of Companies House on which companies can choose to file certain information, such as the company's register of members, directors, secretaries or persons of significant control. is entirely optional.
The alternative to keeping registers on the The registrar of all companies in the UK. Companies House incorporates and dissolves limited companies, registers the information companies are legally required to supply, and makes that information available to the public. In the company context, a public register of Companies House on which companies can choose to file certain information, such as the company's register of members, directors, secretaries or persons of significant control. is to keep hard copy or electronic registers at your A private company limited by shares incorporated and registered in England and Wales. 's An address a company is required to have, which must be in the same UK jurisdiction in which the company is registered, to which communications and notices may be sent. or an alternative location.
See Q&A 10 for important practical matters to think about in deciding whether to keep your registers on the The registrar of all companies in the UK. Companies House incorporates and dissolves limited companies, registers the information companies are legally required to supply, and makes that information available to the public. In the company context, a public register of Companies House on which companies can choose to file certain information, such as the company's register of members, directors, secretaries or persons of significant control. or not.
In practice, most Small or Medium-sized Enterprise: A business which is small or medium sized in terms of its staff numbers, turnover or assets. Private companies limited by shares incorporated and registered in England and Wales. keep their Registers that a company is required by law to maintain and keep available for inspection by the public, including a register of members and register of directors. in hard copy or electronic form at their An address a company is required to have, which must be in the same UK jurisdiction in which the company is registered, to which communications and notices may be sent. or An alternative address where a company keeps registers and records available for public inspection, which is not the company's registered office. Such an address must be notified to Companies House and is known as a single alternative inspection location, or SAIL., rather than on the The registrar of all companies in the UK. Companies House incorporates and dissolves limited companies, registers the information companies are legally required to supply, and makes that information available to the public. In the company context, a public register of Companies House on which companies can choose to file certain information, such as the company's register of members, directors, secretaries or persons of significant control..
In all cases, you should first decide whether using the The registrar of all companies in the UK. Companies House incorporates and dissolves limited companies, registers the information companies are legally required to supply, and makes that information available to the public. In the company context, a public register of Companies House on which companies can choose to file certain information, such as the company's register of members, directors, secretaries or persons of significant control. (also known as the public register) is right for your A private company limited by shares incorporated and registered in England and Wales. (see Q&A 7 and Q&A 10).
If you decide that the The registrar of all companies in the UK. Companies House incorporates and dissolves limited companies, registers the information companies are legally required to supply, and makes that information available to the public. In the company context, a public register of Companies House on which companies can choose to file certain information, such as the company's register of members, directors, secretaries or persons of significant control. is appropriate for your A private company limited by shares incorporated and registered in England and Wales. , the process of getting your Registers that a company is required by law to maintain and keep available for inspection by the public, including a register of members and register of directors. on the In the company context, a public register of Companies House on which companies can choose to file certain information, such as the company's register of members, directors, secretaries or persons of significant control. varies depending on whether you are in the process of setting up your A private company limited by shares incorporated and registered in England and Wales. (see Q&A 46), or are already The legal process to have formed a company. (see Q&A 47).
If you are in the process of setting up your A private company limited by shares incorporated and registered in England and Wales. , you will be able to indicate that you want to use the The registrar of all companies in the UK. Companies House incorporates and dissolves limited companies, registers the information companies are legally required to supply, and makes that information available to the public. In the company context, a public register of Companies House on which companies can choose to file certain information, such as the company's register of members, directors, secretaries or persons of significant control. in your application to register your A private company limited by shares incorporated and registered in England and Wales. .
The precise process will depend on the method of The legal process of forming a company. you use:
If you are using the paper The paper application form used when registering a new company with Companies House. to The legal process of forming a company or corporate entity. your A private company limited by shares incorporated and registered in England and Wales. , you can opt to keep any or all of your registers on the In the company context, a public register of Companies House on which companies can choose to file certain information, such as the company's register of members, directors, secretaries or persons of significant control. by ticking the relevant boxes on the application form;
If you are incorporating online using the basic service to register with The registrar of all companies in the UK. Companies House incorporates and dissolves limited companies, registers the information companies are legally required to supply, and makes that information available to the public. only, you can only opt to keep your registers of The directors of a company are the individuals who make up the company's board of directors. Directors may be natural persons or companies, but each company must have at least one director who is a natural person. The board is the main decision-making body of the company. , secretaries and The directors of a company are the individuals who make up the company's board of directors. Directors may be natural persons or companies, but each company must have at least one director who is a natural person. The board is the main decision-making body of the company. ' residential addresses on the In the company context, a public register of Companies House on which companies can choose to file certain information, such as the company's register of members, directors, secretaries or persons of significant control. at The legal process of forming a company.. If you wish to also have your registers of members and Most commonly, a person will have significant control over a company if they have more than 25% of the shares or voting rights, or are able to significantly influence or control the company in some way. A person is also a PSC of a company if they have the right to appoint or remove a majority of its board of directors. Finally, a person qualifies if they can significantly influence or control a firm or a trust which itself has one of the rights in this list. (PSCs) at The registrar of all companies in the UK. Companies House incorporates and dissolves limited companies, registers the information companies are legally required to supply, and makes that information available to the public., your A private company limited by shares incorporated and registered in England and Wales. will need to actively elect to do so after The legal process of forming a company..
If you are incorporating online using the enhanced service which allows you to register your A private company limited by shares incorporated and registered in England and Wales. with The registrar of all companies in the UK. Companies House incorporates and dissolves limited companies, registers the information companies are legally required to supply, and makes that information available to the public. and His Majesty’s Revenue and Customs. The government authority which oversees tax and customs. (for Tax payable on profits made from doing business as a limited company. and Pay as you earn; the system of income tax collection used by employers.) simultaneously, you will need to separately elect to keep any of your registers on the In the company context, a public register of Companies House on which companies can choose to file certain information, such as the company's register of members, directors, secretaries or persons of significant control. at or after The legal process of forming a company. (see below). There is currently no mechanism for you to make such an election as part of the The legal process of forming a company. process.
For guidance on the different methods of incorporating a A private company limited by shares incorporated and registered in England and Wales. , see Setting up a new company.
In addition to taking the steps set out above, in order to elect to keep your The register of people with significant control that a company is required to keep under the Companies Act 2006. and A register which a company is required to keep containing particular details of each person who is a member of the company, including their name, address and date of registration. on the In the company context, a public register of Companies House on which companies can choose to file certain information, such as the company's register of members, directors, secretaries or persons of significant control. at The legal process of forming a company., you must comply with additional notice and consent requirements:
To make the election to keep your The register of people with significant control that a company is required to keep under the Companies Act 2006. on the In the company context, a public register of Companies House on which companies can choose to file certain information, such as the company's register of members, directors, secretaries or persons of significant control., your A private company limited by shares incorporated and registered in England and Wales. must give notice to everyone who will be named on the register and give them at least 14 days to object. If you do not receive any objections, send The registrar of all companies in the UK. Companies House incorporates and dissolves limited companies, registers the information companies are legally required to supply, and makes that information available to the public. a completed form EH04 and, for each Most commonly, a person will have significant control over a company if they have more than 25% of the shares or voting rights, or are able to significantly influence or control the company in some way. A person is also a PSC of a company if they have the right to appoint or remove a majority of its board of directors. Finally, a person qualifies if they can significantly influence or control a firm or a trust which itself has one of the rights in this list., a completed copy of:
form PSC01 (if the Most commonly, a person will have significant control over a company if they have more than 25% of the shares or voting rights, or are able to significantly influence or control the company in some way. A person is also a PSC of a company if they have the right to appoint or remove a majority of its board of directors. Finally, a person qualifies if they can significantly influence or control a firm or a trust which itself has one of the rights in this list. is an individual);
form PSC02 (if the person is another A private company limited by shares incorporated and registered in England and Wales. or other entity eg a trust (also known as a registrable legal entity or A relevant legal entity. A company or other legal entity with significant control over another company is an RLE of that company. Most commonly, 'significant control' means having more than 25% of the shares or voting rights, or being able to significantly influence or control the company in some other way. Also, an entity is an RLE if it has the right to appoint or remove a majority of the board of directors, or if it exercises significant influence or control over a firm or trust that itself has one of the rights on this list.)); or
rarely, form PSC03 (if the person is an other registrable person or ORP).
The election takes effect on the date that it is registered at The registrar of all companies in the UK. Companies House incorporates and dissolves limited companies, registers the information companies are legally required to supply, and makes that information available to the public..
To make the election to keep your A register which a company is required to keep containing particular details of each person who is a member of the company, including their name, address and date of registration. on the In the company context, a public register of Companies House on which companies can choose to file certain information, such as the company's register of members, directors, secretaries or persons of significant control., your In relation to a company limited by shares, means persons whose names have been entered in the register of members of that company as shareholders in that company. must all agree to do so. Send The registrar of all companies in the UK. Companies House incorporates and dissolves limited companies, registers the information companies are legally required to supply, and makes that information available to the public. a completed form EH05 containing the details of all your In relation to a company limited by shares, means persons whose names have been entered in the register of members of that company as shareholders in that company.. It takes effect on the date that it is registered at The registrar of all companies in the UK. Companies House incorporates and dissolves limited companies, registers the information companies are legally required to supply, and makes that information available to the public..
You will need to take the following steps:
Every company must keep a register of its directors, including particular details of each director. Failing to keep a register is an offence.
To make the election to keep your Every company must keep a register of its directors, including particular details of each director. Failing to keep a register is an offence. on the In the company context, a public register of Companies House on which companies can choose to file certain information, such as the company's register of members, directors, secretaries or persons of significant control., send The registrar of all companies in the UK. Companies House incorporates and dissolves limited companies, registers the information companies are legally required to supply, and makes that information available to the public. a completed form EH01. It takes effect on the date that it is registered at The registrar of all companies in the UK. Companies House incorporates and dissolves limited companies, registers the information companies are legally required to supply, and makes that information available to the public.. There is no requirement to keep a historic Every company must keep a register of its directors, including particular details of each director. Failing to keep a register is an offence..
A register stating the usual residential address of each of the company's directors, which every company must keep.
To make the election to keep your A register stating the usual residential address of each of the company's directors, which every company must keep. on the In the company context, a public register of Companies House on which companies can choose to file certain information, such as the company's register of members, directors, secretaries or persons of significant control., send The registrar of all companies in the UK. Companies House incorporates and dissolves limited companies, registers the information companies are legally required to supply, and makes that information available to the public. a completed form EH02. It takes effect on the date that it is registered at The registrar of all companies in the UK. Companies House incorporates and dissolves limited companies, registers the information companies are legally required to supply, and makes that information available to the public. and you no longer have to keep your own register up to date thereafter. There is no requirement to keep a historic A register stating the usual residential address of each of the company's directors, which every company must keep..
If a company has appointed a company secretary it must keep a register detailing the particulars of that individual(s) or companies for inspection by the members of the company and other third parties, at their request. If a company has opted to keep that information at the Companies House central register it is not required to keep the register itself.
To make the election to keep your If a company has appointed a company secretary it must keep a register detailing the particulars of that individual(s) or companies for inspection by the members of the company and other third parties, at their request. If a company has opted to keep that information at the Companies House central register it is not required to keep the register itself. on the In the company context, a public register of Companies House on which companies can choose to file certain information, such as the company's register of members, directors, secretaries or persons of significant control., send The registrar of all companies in the UK. Companies House incorporates and dissolves limited companies, registers the information companies are legally required to supply, and makes that information available to the public. a completed form EH03. It takes effect on the date that it is registered at The registrar of all companies in the UK. Companies House incorporates and dissolves limited companies, registers the information companies are legally required to supply, and makes that information available to the public.. There is no requirement to keep a historic If a company has appointed a company secretary it must keep a register detailing the particulars of that individual(s) or companies for inspection by the members of the company and other third parties, at their request. If a company has opted to keep that information at the Companies House central register it is not required to keep the register itself. .
The register of people with significant control that a company is required to keep under the Companies Act 2006.
To make the election to keep your The register of people with significant control that a company is required to keep under the Companies Act 2006. on the In the company context, a public register of Companies House on which companies can choose to file certain information, such as the company's register of members, directors, secretaries or persons of significant control., your A private company limited by shares incorporated and registered in England and Wales. must give notice to everyone who will be named on the register and give them at least 14 days to object. If you do not receive any objections, send The registrar of all companies in the UK. Companies House incorporates and dissolves limited companies, registers the information companies are legally required to supply, and makes that information available to the public. a completed form EH04 and, for each Most commonly, a person will have significant control over a company if they have more than 25% of the shares or voting rights, or are able to significantly influence or control the company in some way. A person is also a PSC of a company if they have the right to appoint or remove a majority of its board of directors. Finally, a person qualifies if they can significantly influence or control a firm or a trust which itself has one of the rights in this list., a completed copy of:
form PSC01 (if the Most commonly, a person will have significant control over a company if they have more than 25% of the shares or voting rights, or are able to significantly influence or control the company in some way. A person is also a PSC of a company if they have the right to appoint or remove a majority of its board of directors. Finally, a person qualifies if they can significantly influence or control a firm or a trust which itself has one of the rights in this list. is an individual);
form PSC02 (if the person is another A private company limited by shares incorporated and registered in England and Wales. or other entity eg a trust (also known as a registrable legal entity or A relevant legal entity. A company or other legal entity with significant control over another company is an RLE of that company. Most commonly, 'significant control' means having more than 25% of the shares or voting rights, or being able to significantly influence or control the company in some other way. Also, an entity is an RLE if it has the right to appoint or remove a majority of the board of directors, or if it exercises significant influence or control over a firm or trust that itself has one of the rights on this list.)); or
rarely, form PSC03 (if the person is an other registrable person or ORP) .
The election takes effect on the date that it is registered at The registrar of all companies in the UK. Companies House incorporates and dissolves limited companies, registers the information companies are legally required to supply, and makes that information available to the public..
A register which a company is required to keep containing particular details of each person who is a member of the company, including their name, address and date of registration.
To make the election to keep your A register which a company is required to keep containing particular details of each person who is a member of the company, including their name, address and date of registration. on the In the company context, a public register of Companies House on which companies can choose to file certain information, such as the company's register of members, directors, secretaries or persons of significant control., your In relation to a company limited by shares, means persons whose names have been entered in the register of members of that company as shareholders in that company. must all agree to do so. Send The registrar of all companies in the UK. Companies House incorporates and dissolves limited companies, registers the information companies are legally required to supply, and makes that information available to the public. a completed form EH05 containing the details of all your In relation to a company limited by shares, means persons whose names have been entered in the register of members of that company as shareholders in that company.. It takes effect on the date that it is registered at The registrar of all companies in the UK. Companies House incorporates and dissolves limited companies, registers the information companies are legally required to supply, and makes that information available to the public..
Note that you must keep your historic Person(s) with significant control. Most commonly, a person will have significant control over a company if they have more than 25% of the shares or voting rights, or are able to significantly influence or control the company in some way. A person is also a PSC of a company if they have the right to appoint or remove a majority of its board of directors. Finally, a person qualifies if they can significantly influence or control a firm or a trust which itself has one of the rights in this list. and members' registers, but there is no need to update them after The registrar of all companies in the UK. Companies House incorporates and dissolves limited companies, registers the information companies are legally required to supply, and makes that information available to the public. has taken over. You simply put a note in your historic registers stating that you have elected to move them to the The registrar of all companies in the UK. Companies House incorporates and dissolves limited companies, registers the information companies are legally required to supply, and makes that information available to the public. In the company context, a public register of Companies House on which companies can choose to file certain information, such as the company's register of members, directors, secretaries or persons of significant control., that it is where the most up-to-date information can be found and the date of the move. Failure to put this note on your historic registers is an offence committed by your A private company limited by shares incorporated and registered in England and Wales. (and any In a company: A legally defined term used to refer to the directors, company secretary or managers of a company. Officers of a company have certain duties and responsibilities towards the company and can be held liable for company law breaches. at fault), punishable by a fine.
For guidance on updating your registers, once they are on the The registrar of all companies in the UK. Companies House incorporates and dissolves limited companies, registers the information companies are legally required to supply, and makes that information available to the public. In the company context, a public register of Companies House on which companies can choose to file certain information, such as the company's register of members, directors, secretaries or persons of significant control., see:
A register which a company is required to keep containing particular details of each person who is a member of the company, including their name, address and date of registration. (Q&A 48);
The register of people with significant control that a company is required to keep under the Companies Act 2006. (Q&A 49);
Every company must keep a register of its directors, including particular details of each director. Failing to keep a register is an offence. and A register stating the usual residential address of each of the company's directors, which every company must keep. (Q&A 50);
If a company has appointed a company secretary it must keep a register detailing the particulars of that individual(s) or companies for inspection by the members of the company and other third parties, at their request. If a company has opted to keep that information at the Companies House central register it is not required to keep the register itself. (Q&A 51).
If you keep your A register which a company is required to keep containing particular details of each person who is a member of the company, including their name, address and date of registration. on the The registrar of all companies in the UK. Companies House incorporates and dissolves limited companies, registers the information companies are legally required to supply, and makes that information available to the public. In the company context, a public register of Companies House on which companies can choose to file certain information, such as the company's register of members, directors, secretaries or persons of significant control. (see Q&A 45), you must be careful to keep it up to date.
Instead of amending a register at hand, you must inform The registrar of all companies in the UK. Companies House incorporates and dissolves limited companies, registers the information companies are legally required to supply, and makes that information available to the public. that you have an amendment to make and wait for them to effect it. If you fail to do so, an offence, punishable by a fine, is committed by your A private company limited by shares incorporated and registered in England and Wales. and any In a company: A legally defined term used to refer to the directors, company secretary or managers of a company. Officers of a company have certain duties and responsibilities towards the company and can be held liable for company law breaches. who were at fault.
As soon as Proportionate action in the circumstances - weighing up the benefit against the time, trouble and expense involved. after any change to the information held on the register, for example if there has been a The process used to transfer legal ownership of shares from one member to another, where the shares are sold or given as a gift. or an existing In relation to a company limited by shares, means a person whose name has been entered in the register of members of that company as a shareholder in that company. has changed their name or address, you must send form EH06 to The registrar of all companies in the UK. Companies House incorporates and dissolves limited companies, registers the information companies are legally required to supply, and makes that information available to the public.. Note that A share in the capital of a company (sometimes also referred to as stock, for example in relation to US companies). Shares in a company give to the holders, known as shareholders, rights in relation to that company such as to vote, to receive dividends and to a return of capital. Holders of shares in a company own that company and the company, not its shareholders, owns the company's assets. transfers must be recorded in your register in order to be legally completed, so it is doubly important to be prompt.
For a list of the information that is recorded in your A register which a company is required to keep containing particular details of each person who is a member of the company, including their name, address and date of registration., see Q&A 12.
If you keep your The register of people with significant control that a company is required to keep under the Companies Act 2006. on the The registrar of all companies in the UK. Companies House incorporates and dissolves limited companies, registers the information companies are legally required to supply, and makes that information available to the public. In the company context, a public register of Companies House on which companies can choose to file certain information, such as the company's register of members, directors, secretaries or persons of significant control. (see Q&A 45), you must be careful to keep it up to date. If you fail to do so, an offence, punishable by a fine, is committed by your A private company limited by shares incorporated and registered in England and Wales. and any In a company: A legally defined term used to refer to the directors, company secretary or managers of a company. Officers of a company have certain duties and responsibilities towards the company and can be held liable for company law breaches. who were at fault.
As soon as you reasonably believe that there has been a change to the information on your The register of people with significant control that a company is required to keep under the Companies Act 2006. (unless the person concerned or someone they knew to be acting on their behalf informed you of the change), you must send them notice within 14 days (starting the day after you reasonably believed there was a change) requiring them to:
confirm that there has been a change;
give the date the change happened; and
confirm what has changed and give any further information that is missing from your notice.
You must send your notice promptly, and in any event within 14 days, starting the day after you reasonably believed there was a change to their details or status.
As soon as Proportionate action in the circumstances - weighing up the benefit against the time, trouble and expense involved. after any change to the information already held on the register, send the correct form to The registrar of all companies in the UK. Companies House incorporates and dissolves limited companies, registers the information companies are legally required to supply, and makes that information available to the public.:
PSC01 to add a new Most commonly, a person will have significant control over a company if they have more than 25% of the shares or voting rights, or are able to significantly influence or control the company in some way. A person is also a PSC of a company if they have the right to appoint or remove a majority of its board of directors. Finally, a person qualifies if they can significantly influence or control a firm or a trust which itself has one of the rights in this list.;
PSC02 to add a new A private company limited by shares incorporated and registered in England and Wales. or other entity (eg trust) with significant control;
PSC04 to change the details of an existing Most commonly, a person will have significant control over a company if they have more than 25% of the shares or voting rights, or are able to significantly influence or control the company in some way. A person is also a PSC of a company if they have the right to appoint or remove a majority of its board of directors. Finally, a person qualifies if they can significantly influence or control a firm or a trust which itself has one of the rights in this list.;
PSC05 to change the details of an existing entity with significant control; or
PSC07 to remove someone who has ceased to be a person or entity with significant control.
Your form must arrive within 14 days at the latest of the change occurring.
If you keep your registers of The directors of a company are the individuals who make up the company's board of directors. Directors may be natural persons or companies, but each company must have at least one director who is a natural person. The board is the main decision-making body of the company. and their residential addresses on the The registrar of all companies in the UK. Companies House incorporates and dissolves limited companies, registers the information companies are legally required to supply, and makes that information available to the public. In the company context, a public register of Companies House on which companies can choose to file certain information, such as the company's register of members, directors, secretaries or persons of significant control. (see Q&A 45), you must be careful to keep them up to date. If you fail to do so, an offence, punishable by a fine, is committed by your A private company limited by shares incorporated and registered in England and Wales. and any In a company: A legally defined term used to refer to the directors, company secretary or managers of a company. Officers of a company have certain duties and responsibilities towards the company and can be held liable for company law breaches. who were at fault.
As soon as Proportionate action in the circumstances - weighing up the benefit against the time, trouble and expense involved. after any change to the information held on the register, send the correct form to The registrar of all companies in the UK. Companies House incorporates and dissolves limited companies, registers the information companies are legally required to supply, and makes that information available to the public.:
CH01 to change the details of an existing The directors of a company are the individuals who make up the company's board of directors. Directors may be natural persons or companies, but each company must have at least one director who is a natural person. The board is the main decision-making body of the company. who is an individual; or
CH02 to change the details of an existing A company that is appointed to act as a director of another company. .
Note that if you are terminating the appointment of a The directors of a company are the individuals who make up the company's board of directors. Directors may be natural persons or companies, but each company must have at least one director who is a natural person. The board is the main decision-making body of the company. or appointing a new The directors of a company are the individuals who make up the company's board of directors. Directors may be natural persons or companies, but each company must have at least one director who is a natural person. The board is the main decision-making body of the company. , the form you use to do that (TM01 and AP01) is sufficient to notify The registrar of all companies in the UK. Companies House incorporates and dissolves limited companies, registers the information companies are legally required to supply, and makes that information available to the public. to change the register.
Your form must arrive within 14 days at the latest of the change occurring.
For a list of the information that is recorded in the Every company must keep a register of its directors, including particular details of each director. Failing to keep a register is an offence. and the A register stating the usual residential address of each of the company's directors, which every company must keep., see Q&A 17 and Q&A 19 respectively.
If you keep your If a company has appointed a company secretary it must keep a register detailing the particulars of that individual(s) or companies for inspection by the members of the company and other third parties, at their request. If a company has opted to keep that information at the Companies House central register it is not required to keep the register itself. on the The registrar of all companies in the UK. Companies House incorporates and dissolves limited companies, registers the information companies are legally required to supply, and makes that information available to the public. In the company context, a public register of Companies House on which companies can choose to file certain information, such as the company's register of members, directors, secretaries or persons of significant control. (see Q&A 45), you must be careful to keep it up to date. If you fail to do so, an offence, punishable by a fine, is committed by your A private company limited by shares incorporated and registered in England and Wales. and any In a company: A legally defined term used to refer to the directors, company secretary or managers of a company. Officers of a company have certain duties and responsibilities towards the company and can be held liable for company law breaches. who were at fault.
As soon as Proportionate action in the circumstances - weighing up the benefit against the time, trouble and expense involved. after any change to the information held on the register, send the correct from to The registrar of all companies in the UK. Companies House incorporates and dissolves limited companies, registers the information companies are legally required to supply, and makes that information available to the public.:
CH03 to change the details of an existing secretary who is an individual; or
CH04 to change the details of an existing A company that is appointed to act as the secretary for another company. .
Note that if you are terminating the appointment of a secretary or appointing a new secretary, the form you use to do that (TM02 and AP03 (individual) or AP04 (A company that is appointed to act as the secretary for another company. )) is sufficient to notify The registrar of all companies in the UK. Companies House incorporates and dissolves limited companies, registers the information companies are legally required to supply, and makes that information available to the public. to change the register.
Your form must arrive within 14 days at the latest of the change occurring.
For a list of the information that is recorded in the If a company has appointed a company secretary it must keep a register detailing the particulars of that individual(s) or companies for inspection by the members of the company and other third parties, at their request. If a company has opted to keep that information at the Companies House central register it is not required to keep the register itself. , see Q&A 22.
You can withdraw your election to keep your A private company limited by shares incorporated and registered in England and Wales. ’s Registers that a company is required by law to maintain and keep available for inspection by the public, including a register of members and register of directors. from the The registrar of all companies in the UK. Companies House incorporates and dissolves limited companies, registers the information companies are legally required to supply, and makes that information available to the public. In the company context, a public register of Companies House on which companies can choose to file certain information, such as the company's register of members, directors, secretaries or persons of significant control. at any time you wish. Note that failure to follow the proper procedure below in respect of the A register which a company is required to keep containing particular details of each person who is a member of the company, including their name, address and date of registration. and the The register of people with significant control that a company is required to keep under the Companies Act 2006. can be a criminal offence.
The process varies slightly depending on which registers are involved:
A register which a company is required to keep containing particular details of each person who is a member of the company, including their name, address and date of registration.
Send form EW05 to The registrar of all companies in the UK. Companies House incorporates and dissolves limited companies, registers the information companies are legally required to supply, and makes that information available to the public.. Your A private company limited by shares incorporated and registered in England and Wales. will be responsible for keeping its A register which a company is required to keep containing particular details of each person who is a member of the company, including their name, address and date of registration. from the date that The registrar of all companies in the UK. Companies House incorporates and dissolves limited companies, registers the information companies are legally required to supply, and makes that information available to the public. registers your form.
Put a note in your A register which a company is required to keep containing particular details of each person who is a member of the company, including their name, address and date of registration. stating:
your election to keep your A register which a company is required to keep containing particular details of each person who is a member of the company, including their name, address and date of registration. on the The registrar of all companies in the UK. Companies House incorporates and dissolves limited companies, registers the information companies are legally required to supply, and makes that information available to the public. In the company context, a public register of Companies House on which companies can choose to file certain information, such as the company's register of members, directors, secretaries or persons of significant control. is withdrawn;
the date the withdrawal was registered by The registrar of all companies in the UK. Companies House incorporates and dissolves limited companies, registers the information companies are legally required to supply, and makes that information available to the public.; and
that information about the A private company limited by shares incorporated and registered in England and Wales. 's In relation to a company limited by shares, means persons whose names have been entered in the register of members of that company as shareholders in that company. for the time your register was kept at The registrar of all companies in the UK. Companies House incorporates and dissolves limited companies, registers the information companies are legally required to supply, and makes that information available to the public. is available for public inspection on the In the company context, a public register of Companies House on which companies can choose to file certain information, such as the company's register of members, directors, secretaries or persons of significant control..
Note that it is an offence committed by the A private company limited by shares incorporated and registered in England and Wales. and any In a company: A legally defined term used to refer to the directors, company secretary or managers of a company. Officers of a company have certain duties and responsibilities towards the company and can be held liable for company law breaches. at fault, punishable by a fine, to fail to include this note in the A register which a company is required to keep containing particular details of each person who is a member of the company, including their name, address and date of registration..
Companies must keep a record of people with significant control. The register must include details of anyone with more than 25% shares or voting rights in the company; who can appoint or remove a majority of directors; or can influence or control the company.
Send form EW04 to The registrar of all companies in the UK. Companies House incorporates and dissolves limited companies, registers the information companies are legally required to supply, and makes that information available to the public.. Your A private company limited by shares incorporated and registered in England and Wales. will be responsible for keeping its The register of people with significant control that a company is required to keep under the Companies Act 2006. from the date that The registrar of all companies in the UK. Companies House incorporates and dissolves limited companies, registers the information companies are legally required to supply, and makes that information available to the public. registers your form.
Put a note in your The register of people with significant control that a company is required to keep under the Companies Act 2006. stating:
your election to keep your The register of people with significant control that a company is required to keep under the Companies Act 2006. on the The registrar of all companies in the UK. Companies House incorporates and dissolves limited companies, registers the information companies are legally required to supply, and makes that information available to the public. In the company context, a public register of Companies House on which companies can choose to file certain information, such as the company's register of members, directors, secretaries or persons of significant control. is withdrawn;
the date the withdrawal was registered by The registrar of all companies in the UK. Companies House incorporates and dissolves limited companies, registers the information companies are legally required to supply, and makes that information available to the public.; and
that information about Most commonly, a person will have significant control over a company if they have more than 25% of the shares or voting rights, or are able to significantly influence or control the company in some way. A person is also a PSC of a company if they have the right to appoint or remove a majority of its board of directors. Finally, a person qualifies if they can significantly influence or control a firm or a trust which itself has one of the rights in this list. for the time your register was kept at The registrar of all companies in the UK. Companies House incorporates and dissolves limited companies, registers the information companies are legally required to supply, and makes that information available to the public. is available for public inspection on the In the company context, a public register of Companies House on which companies can choose to file certain information, such as the company's register of members, directors, secretaries or persons of significant control..
Note that it is an offence committed by the A private company limited by shares incorporated and registered in England and Wales. and any In a company: A legally defined term used to refer to the directors, company secretary or managers of a company. Officers of a company have certain duties and responsibilities towards the company and can be held liable for company law breaches. at fault, punishable by a fine, to fail to include this note in the Companies must keep a record of people with significant control. The register must include details of anyone with more than 25% shares or voting rights in the company; who can appoint or remove a majority of directors; or can influence or control the company..
Every company must keep a register of its directors, including particular details of each director. Failing to keep a register is an offence. and A register stating the usual residential address of each of the company's directors, which every company must keep.
Send form EW01 (The directors of a company are the individuals who make up the company's board of directors. Directors may be natural persons or companies, but each company must have at least one director who is a natural person. The board is the main decision-making body of the company. ) and/or EW02 (The directors of a company are the individuals who make up the company's board of directors. Directors may be natural persons or companies, but each company must have at least one director who is a natural person. The board is the main decision-making body of the company. ' residential addresses) to The registrar of all companies in the UK. Companies House incorporates and dissolves limited companies, registers the information companies are legally required to supply, and makes that information available to the public.. Your A private company limited by shares incorporated and registered in England and Wales. will be responsible for keeping its A register which a company is required to keep containing particular details of each person who is a member of the company, including their name, address and date of registration. from the date that The registrar of all companies in the UK. Companies House incorporates and dissolves limited companies, registers the information companies are legally required to supply, and makes that information available to the public. registers your form.
If a company has appointed a company secretary it must keep a register detailing the particulars of that individual(s) or companies for inspection by the members of the company and other third parties, at their request. If a company has opted to keep that information at the Companies House central register it is not required to keep the register itself.
Send form EW03 to The registrar of all companies in the UK. Companies House incorporates and dissolves limited companies, registers the information companies are legally required to supply, and makes that information available to the public.. Your A private company limited by shares incorporated and registered in England and Wales. will be responsible for keeping its A register which a company is required to keep containing particular details of each person who is a member of the company, including their name, address and date of registration. from the date that The registrar of all companies in the UK. Companies House incorporates and dissolves limited companies, registers the information companies are legally required to supply, and makes that information available to the public. registers your form.
Although relatively unusual, on occasions you may receive a request to inspect your A private company limited by shares incorporated and registered in England and Wales. 's other records.
Only certain A private company limited by shares incorporated and registered in England and Wales. records are open to inspection. The list below summarises the default position in respect of the most common A private company limited by shares incorporated and registered in England and Wales. records, if your A private company limited by shares incorporated and registered in England and Wales. uses The standard, default articles of association that a company can use. Articles set the rules that company officers must follow when running the company.:
Open for inspection by any person
A register which a company is required to keep containing particular details of each person who is a member of the company, including their name, address and date of registration. (see Q&A 55 for guidance on how to respond to a request to inspect)
The register of people with significant control that a company is required to keep under the Companies Act 2006. (see Q&A 56 for guidance on how to respond to a request to inspect)
Every company must keep a register of its directors, including particular details of each director. Failing to keep a register is an offence. (see Q&A 57 for guidance on how to respond to a request to inspect)
If a company has appointed a company secretary it must keep a register detailing the particulars of that individual(s) or companies for inspection by the members of the company and other third parties, at their request. If a company has opted to keep that information at the Companies House central register it is not required to keep the register itself. (see Q&A 59 for guidance on how to respond to a request to inspect)
Copies of any documents creating charges (see Q&A 64 for guidance on how to respond to a request to inspect)
Open for inspection by your A private company limited by shares incorporated and registered in England and Wales. 's In relation to a company limited by shares, means persons whose names have been entered in the register of members of that company as shareholders in that company.
Copies of The directors of a company are the individuals who make up the company's board of directors. Directors may be natural persons or companies, but each company must have at least one director who is a natural person. The board is the main decision-making body of the company. ' service contracts (see Q&A 60 for guidance on how to respond to a request to inspect)
Copies of any An agreement that one party will compensate another on the occurrence of a specified event. given to a The directors of a company are the individuals who make up the company's board of directors. Directors may be natural persons or companies, but each company must have at least one director who is a natural person. The board is the main decision-making body of the company. (see Q&A 62 for guidance on how to respond to a request to inspect)
Copies of records of A meeting of the company's shareholders or members. and In relation to a company limited by shares, means a person whose name has been entered in the register of members of that company as a shareholder in that company. Formal decisions made by the directors or members of a company, which bind the company once passed. (see Q&A 63 for guidance on how to respond to a request to inspect)
Not open for inspection
A register stating the usual residential address of each of the company's directors, which every company must keep. (see Q&A 58 for guidance on how to respond to a request or attempt to inspect)
Please note, the above list is not exhaustive and the precise position on inspection rights can vary depending on the terms of your A private company limited by shares incorporated and registered in England and Wales. 's The main rules on how a company is run. The articles include rules on the division of powers between directors and shareholders, the composition and operation of the board of directors and how directors’ and shareholders’ meetings are held.or any An agreement entered into between the shareholders of a company which regulates the relationship between the shareholders and governs how the company is run.. If your A private company limited by shares incorporated and registered in England and Wales. does not have The standard, default articles of association that a company can use. Articles set the rules that company officers must follow when running the company., or has a An agreement entered into between the shareholders of a company which regulates the relationship between the shareholders and governs how the company is run., you should review the terms of these carefully to identify any additional information or inspection rights for your A private company limited by shares incorporated and registered in England and Wales. 's In relation to a company limited by shares, means persons whose names have been entered in the register of members of that company as shareholders in that company. or others.
In addition to the summary position set out above, you should also be aware that as a general rule all of your A private company limited by shares incorporated and registered in England and Wales. 's The directors of a company are the individuals who make up the company's board of directors. Directors may be natural persons or companies, but each company must have at least one director who is a natural person. The board is the main decision-making body of the company. should have access to all of your A private company limited by shares incorporated and registered in England and Wales. ’s records, to enable them to fulfill their role and duties (see Q&A 54).
As a general rule all of your A private company limited by shares incorporated and registered in England and Wales. 's The directors of a company are the individuals who make up the company's board of directors. Directors may be natural persons or companies, but each company must have at least one director who is a natural person. The board is the main decision-making body of the company. should have access to all of your A private company limited by shares incorporated and registered in England and Wales. ’s records, to enable them to fulfill their role and duties. Your presumption in most cases should therefore be that, if a The directors of a company are the individuals who make up the company's board of directors. Directors may be natural persons or companies, but each company must have at least one director who is a natural person. The board is the main decision-making body of the company. requests access A private company limited by shares incorporated and registered in England and Wales. records, you should provide that access as soon as possible.
If you refuse a request from a The directors of a company are the individuals who make up the company's board of directors. Directors may be natural persons or companies, but each company must have at least one director who is a natural person. The board is the main decision-making body of the company. to access A private company limited by shares incorporated and registered in England and Wales. records, they can seek an An order of the court which usually prevents a person from doing something or requires a person to do something. or order against you to require access to the documents in question.
Although relatively unusual due to the extensive amount of information available freely on the The registrar of all companies in the UK. Companies House incorporates and dissolves limited companies, registers the information companies are legally required to supply, and makes that information available to the public. website, on occasion you may receive a request to inspect your A private company limited by shares incorporated and registered in England and Wales. 's A register which a company is required to keep containing particular details of each person who is a member of the company, including their name, address and date of registration.. It is an offence committed by the A private company limited by shares incorporated and registered in England and Wales. and any In a company: A legally defined term used to refer to the director, company secretary or managers of a company. Officers of a company have certain duties and responsibilities towards the company and can be held liable for company law breaches. at fault, punishable by a fine, to fail to respond properly to such a request.
For a request to inspect your A register which a company is required to keep containing particular details of each person who is a member of the company, including their name, address and date of registration. to be valid, the person requesting the inspection must provide their name and address, the purpose for which the information is to be used, and whether the information will be disclosed to any other person (and if so, who and why).
You have five working days to either comply with a valid request to inspect or object to it by applying to court. You cannot charge any In relation to a company limited by shares, means a person whose name has been entered in the register of members of that company as a shareholder in that company. of your A private company limited by shares incorporated and registered in England and Wales. to inspect your register. You can charge a non-member £3.50 per hour to inspect. Both In relation to a company limited by shares, means persons whose names have been entered in the register of members of that company as shareholders in that company. and non-In relation to a company limited by shares, means persons whose names have been entered in the register of members of that company as shareholders in that company. can be charged for copies at a rate of £1 each for the first 5 entries and an additional £30 for entries 6-95, 96-900, 901-99,000 and 99,000 onwards, plus reasonable costs of delivery.
You can object to a request for inspection if it is not made for a proper purpose.
EXAMPLE: a stockbroker asking to check ownership of Shares in the capital of a company (sometimes also referred to as stock, for example in relation to US companies). Shares in a company give to the holders, known as shareholders, rights in relation to that company such as to vote, to receive dividends and to a return of capital. Holders of shares in a company own that company and the company, not its shareholders, owns the company's assets. before finalising a transaction relating to them would be a proper purpose, but asking to check the register to use personal information for commercial mailing is not a proper purpose.
If you choose to apply to the court to avoid having to allow the inspection, you must notify the maker of the request. You should use a lawyer to advise you whether the reason given is a proper purpose or not and to make the application if you decide to object to inspection.
Failing to provide access to your A register which a company is required to keep containing particular details of each person who is a member of the company, including their name, address and date of registration. is an offence by both the A private company limited by shares incorporated and registered in England and Wales. and every In a company: A legally defined term used to refer to the director, company secretary or managers of a company. Officers of a company have certain duties and responsibilities towards the company and can be held liable for company law breaches. at fault, punishable by a fine. In such circumstances, a court can also order a A private company limited by shares incorporated and registered in England and Wales. to provide an immediate inspection and/or copies of the register to the person who has validly requested it.
Although relatively unusual due to the extensive amount of information available freely on the The registrar of all companies in the UK. Companies House incorporates and dissolves limited companies, registers the information companies are legally required to supply, and makes that information available to the public. website, on occasion you may receive a request to inspect your A private company limited by shares incorporated and registered in England and Wales. 's The register of people with significant control that a company is required to keep under the Companies Act 2006.. It is an offence committed by the A private company limited by shares incorporated and registered in England and Wales. and any In a company: A legally defined term used to refer to the director, company secretary or managers of a company. Officers of a company have certain duties and responsibilities towards the company and can be held liable for company law breaches. at fault, punishable by a fine, to fail to respond properly to such a request.
Any person has a right to inspect your The register of people with significant control that a company is required to keep under the Companies Act 2006.. For a request to be valid, the person requesting the inspection must provide their name and address, the purpose for which the information is to be used, and whether the information will be disclosed to any other person (and if so, who and why).
You have five working days to comply with the request to inspect or object to it by applying to court. You cannot charge a fee for inspection of your The register of people with significant control that a company is required to keep under the Companies Act 2006.. If the person inspecting your The register of people with significant control that a company is required to keep under the Companies Act 2006. requests a copy of the register, they must pay the prescribed fee under A private company limited by shares incorporated and registered in England and Wales. Laws made by the government, usually in the form of Acts of Parliament and regulations. (currently a flat-rate £12).
You can object to a request for inspection if it is not made for a proper purpose.
EXAMPLE: a proper purpose might include a person interested in entering a large contract with your A private company limited by shares incorporated and registered in England and Wales. , wanting to assure themselves of who is ultimately in control. Asking to inspect your The register of people with significant control that a company is required to keep under the Companies Act 2006. in order to use personal information for commercial mailing is not a proper purpose.
If you choose to apply to the court to avoid having to allow the inspection, you must notify the maker of the request. You should use a lawyer to advise you whether the reason given is a proper purpose or not and to make the application if you decide to object to inspection.
When allowing inspection of your The register of people with significant control that a company is required to keep under the Companies Act 2006., you should be aware that you are under a legal obligation to protect the residential addresses of all PSCs from disclosure. You should therefore ensure that the residential address and any reference to it is either redacted from the register when any inspection is carried out, or that the residential address is kept on a separate page of the register (or sheet or tab if kept electronically) that is not available for inspection.
Ignoring a valid request to inspect your The register of people with significant control that a company is required to keep under the Companies Act 2006. is an offence by both the A private company limited by shares incorporated and registered in England and Wales. and every In a company: A legally defined term used to refer to the director, company secretary or managers of a company. Officers of a company have certain duties and responsibilities towards the company and can be held liable for company law breaches. at fault, punishable by a fine. In such circumstances, a court can also order a A private company limited by shares incorporated and registered in England and Wales. to provide an immediate inspection and/or copies of the register to the person who has validly requested it.
Although relatively unusual due to the extensive information available freely on the The registrar of all companies in the UK. Companies House incorporates and dissolves limited companies, registers the information companies are legally required to supply, and makes that information available to the public. website, on occasion you may receive a request to inspect your A private company limited by shares incorporated and registered in England and Wales. 's Every company must keep a register of its directors, including particular details of each director. Failing to keep a register is an offence.. It is an offence committed by the A private company limited by shares incorporated and registered in England and Wales. and any In a company: A legally defined term used to refer to the director, company secretary or managers of a company. Officers of a company have certain duties and responsibilities towards the company and can be held liable for company law breaches. at fault, punishable by a fine, to fail to respond properly to such a request.
Any person has a right to request an inspection of your Every company must keep a register of its directors, including particular details of each director. Failing to keep a register is an offence.. You cannot refuse a request to inspect your Every company must keep a register of its directors, including particular details of each director. Failing to keep a register is an offence..
You cannot charge any In relation to a company limited by shares, means a person whose name has been entered in the register of members of that company as a shareholder in that company. of your A private company limited by shares incorporated and registered in England and Wales. to inspect your register. You can charge a non-In relation to a company limited by shares, means a person whose name has been entered in the register of members of that company as a shareholder in that company. £3.50 per hour to inspect. Anyone inspecting your A private company limited by shares incorporated and registered in England and Wales. 's Every company must keep a register of its directors, including particular details of each director. Failing to keep a register is an offence. can make copies of it, but you have no obligation to assist or facilitate the making of such copies. There is no fee for taking copies of the Every company must keep a register of its directors, including particular details of each director. Failing to keep a register is an offence., per se, although if the person inspecting and taking copies is not a In relation to a company limited by shares, means a person whose name has been entered in the register of members of that company as a shareholder in that company. of your A private company limited by shares incorporated and registered in England and Wales. the £3.50 per hour fee referred to above will continue to apply for any period during which copies are taken.
There is no right to object to a request to inspect your Every company must keep a register of its directors, including particular details of each director. Failing to keep a register is an offence., as there is with a request to inspect your The register of people with significant control that a company is required to keep under the Companies Act 2006. or A register which a company is required to keep containing particular details of each person who is a member of the company, including their name, address and date of registration.. This is because, in practice, all of the information contained on the Every company must keep a register of its directors, including particular details of each director. Failing to keep a register is an offence. is freely available on the The registrar of all companies in the UK. Companies House incorporates and dissolves limited companies, registers the information companies are legally required to supply, and makes that information available to the public. public register so there is no reason to restrict access to it. For this reason, most people wanting to find out information about a A private company limited by shares incorporated and registered in England and Wales. 's The directors of a company are the individuals who make up the company's board of directors. Directors may be natural persons or companies, but each company must have at least one director who is a natural person. The board is the main decision-making body of the company. prefer to search the public register anonymously and remotely rather than carrying out their own in person physical inspection.
Nevertheless, ignoring a valid request to inspect your Every company must keep a register of its directors, including particular details of each director. Failing to keep a register is an offence. is an offence by both the A private company limited by shares incorporated and registered in England and Wales. and every In a company: A legally defined term used to refer to the director, company secretary or managers of a company. Officers of a company have certain duties and responsibilities towards the company and can be held liable for company law breaches. at fault, punishable by a fine. In such circumstances, a court can also order a A private company limited by shares incorporated and registered in England and Wales. to provide an immediate inspection and/or copies of the register to the person who has validly requested it.
Your A private company limited by shares incorporated and registered in England and Wales. 's A register stating the usual residential address of each of the company's directors, which every company must keep. is not open for inspection.
You should not allow anyone to inspect the register or take copies of it, even including any In relation to a company limited by shares, means a person whose name has been entered in the register of members of that company as a shareholder in that company. of the A private company limited by shares incorporated and registered in England and Wales. .
Although relatively unusual due to the extensive amount of information available freely on the The registrar of all companies in the UK. Companies House incorporates and dissolves limited companies, registers the information companies are legally required to supply, and makes that information available to the public. website, on occasion you may receive a request to inspect your A private company limited by shares incorporated and registered in England and Wales. 's If a company has appointed a company secretary it must keep a register detailing the particulars of that individual(s) or companies for inspection by the members of the company and other third parties, at their request. If a company has opted to keep that information at the Companies House central register it is not required to keep the register itself. . It is an offence committed by the A private company limited by shares incorporated and registered in England and Wales. and any In a company: A legally defined term used to refer to the director, company secretary or managers of a company. Officers of a company have certain duties and responsibilities towards the company and can be held liable for company law breaches. at fault, punishable by a fine, to fail to respond properly to such a request.
Any person has a right to request an inspection of your If a company has appointed a company secretary it must keep a register detailing the particulars of that individual(s) or companies for inspection by the members of the company and other third parties, at their request. If a company has opted to keep that information at the Companies House central register it is not required to keep the register itself. . You cannot refuse a request to inspect your If a company has appointed a company secretary it must keep a register detailing the particulars of that individual(s) or companies for inspection by the members of the company and other third parties, at their request. If a company has opted to keep that information at the Companies House central register it is not required to keep the register itself. .
You cannot charge any In relation to a company limited by shares, means persons whose names have been entered in the register of members of that company as shareholders in that company. of your A private company limited by shares incorporated and registered in England and Wales. to inspect your register. You can charge a non-In relation to a company limited by shares, means a person whose name has been entered in the register of members of that company as a shareholder in that company. £3.50 per hour to inspect. Anyone inspecting your A private company limited by shares incorporated and registered in England and Wales. 's If a company has appointed a company secretary it must keep a register detailing the particulars of that individual(s) or companies for inspection by the members of the company and other third parties, at their request. If a company has opted to keep that information at the Companies House central register it is not required to keep the register itself. can make copies of it if they wish, but you have no obligation to assist that person in making their copy. There is no fee for taking copies of the If a company has appointed a company secretary it must keep a register detailing the particulars of that individual(s) or companies for inspection by the members of the company and other third parties, at their request. If a company has opted to keep that information at the Companies House central register it is not required to keep the register itself. , per se, although if the person inspecting and taking copies is not a In relation to a company limited by shares, means a person whose name has been entered in the register of members of that company as a shareholder in that company. of your A private company limited by shares incorporated and registered in England and Wales. the £3.50 per hour fee referred to above will continue to apply for any period during which copies are taken.
There is no right to object to a request to inspect your If a company has appointed a company secretary it must keep a register detailing the particulars of that individual(s) or companies for inspection by the members of the company and other third parties, at their request. If a company has opted to keep that information at the Companies House central register it is not required to keep the register itself. , as there is for the The register of people with significant control that a company is required to keep under the Companies Act 2006. or A register which a company is required to keep containing particular details of each person who is a member of the company, including their name, address and date of registration.. This is because, in practice, all of the information contained on the If a company has appointed a company secretary it must keep a register detailing the particulars of that individual(s) or companies for inspection by the members of the company and other third parties, at their request. If a company has opted to keep that information at the Companies House central register it is not required to keep the register itself. is freely available on the The registrar of all companies in the UK. Companies House incorporates and dissolves limited companies, registers the information companies are legally required to supply, and makes that information available to the public. public register. For this reason, most people wanting to find out information about a A private company limited by shares incorporated and registered in England and Wales. 's secretary prefer to search the public register anonymously and remotely rather than carrying out their own in person physical inspection.
Nevertheless, ignoring a valid request to inspect your If a company has appointed a company secretary it must keep a register detailing the particulars of that individual(s) or companies for inspection by the members of the company and other third parties, at their request. If a company has opted to keep that information at the Companies House central register it is not required to keep the register itself. is an offence by both the A private company limited by shares incorporated and registered in England and Wales. and every In a company: A legally defined term used to refer to the director, company secretary or managers of a company. Officers of a company have certain duties and responsibilities towards the company and can be held liable for company law breaches. at fault, punishable by a fine. In such circumstances, a court can also order a A private company limited by shares incorporated and registered in England and Wales. to provide an immediate inspection and/or copies of the register to the person who has validly requested it.
Your A private company limited by shares incorporated and registered in England and Wales. 's In relation to a company limited by shares, means persons whose names have been entered in the register of members of that company as shareholders in that company. have the right to inspect and request copies of your The directors of a company are the individuals who make up the company's board of directors. Directors may be natural persons or companies, but each company must have at least one director who is a natural person. The board is the main decision-making body of the company. 's service contracts (or memorandum of the terms agreed with a The directors of a company are the individuals who make up the company's board of directors. Directors may be natural persons or companies, but each company must have at least one director who is a natural person. The board is the main decision-making body of the company. ).
You cannot charge a fee for inspection of a A contract setting out the terms upon which a director agrees to perform services for the company. (or memorandum), but you can charge a fee if a copy is provided. The fee for providing a copy is 10p per each 500 words copied, and you can also charge for reasonable costs incurred in delivering the copy to the In relation to a company limited by shares, means a person whose name has been entered in the register of members of that company as a shareholder in that company. in question.
Failing to allow a In relation to a company limited by shares, means a person whose name has been entered in the register of members of that company as a shareholder in that company. to inspect or receive a copy of a A contract setting out the terms upon which a director agrees to perform services for the company. is an offence by both the A private company limited by shares incorporated and registered in England and Wales. and every In a company: A legally defined term used to refer to the director, company secretary or managers of a company. Officers of a company have certain duties and responsibilities towards the company and can be held liable for company law breaches. at fault, punishable by a fine. In such circumstances, a court can also order a A private company limited by shares incorporated and registered in England and Wales. to provide an immediate inspection and/or copies of the In the context of a company, an agreement between a director or senior manager and the company, outlining the particulars of the services to be provided by the director or manager to the company and what he will receive in return. A director of a company who is also an employee is referred to as an executive director. to the In relation to a company limited by shares, means persons whose names have been entered in the register of members of that company as shareholders in that company..
You do not need to keep your A private company limited by shares incorporated and registered in England and Wales. 's accounting records open to inspection as they are confidential to your A private company limited by shares incorporated and registered in England and Wales. , although note that the Accounts prepared using the company's financial records at the end of the company's financial year. All companies registered in the UK must prepare and file annual accounts at Companies House. that you are required to file at The registrar of all companies in the UK. Companies House incorporates and dissolves limited companies, registers the information companies are legally required to supply, and makes that information available to the public. are publicly available on their website.
Only your A private company limited by shares incorporated and registered in England and Wales. 's The directors of a company are the individuals who make up the company's board of directors. Directors may be natural persons or companies, but each company must have at least one director who is a natural person. The board is the main decision-making body of the company. have the right to inspect and request copies of your accounting records. Your A private company limited by shares incorporated and registered in England and Wales. 's In relation to a company limited by shares, means persons whose names have been entered in the register of members of that company as shareholders in that company. do not have a corresponding right, unless it is specifically included in the A private company limited by shares incorporated and registered in England and Wales. 's Also referred to as articles of association, a company’s articles are the main body of rules which govern how the company regulates its internal affairs (subject to certain overriding legal requirements). Important matters addressed in the articles include the division of powers between directors and shareholders, the composition and operation of the board of directors, matters relating to the holding and conduct of directors’ and shareholders’ meetings, and provisions relating to the transfer of shares. of association. If you have used the default The standard, default articles of association that a company can use. Articles set the rules that company officers must follow when running the company., they do not contain any such right.
Your A private company limited by shares incorporated and registered in England and Wales. 's In relation to a company limited by shares, means persons whose names have been entered in the register of members of that company as shareholders in that company. have the right to inspect and request copies of any qualifying Security or protection provided by a company to one or more of its directors to protect the director from some types of loss or other legal responsibility for her actions as director. (or a memorandum of its terms). These are when your A private company limited by shares incorporated and registered in England and Wales. indemnifies its The directors of a company are the individuals who make up the company's board of directors. Directors may be natural persons or companies, but each company must have at least one director who is a natural person. The board is the main decision-making body of the company. against any liability they incur to third parties if they act Failing to exercise the care that a reasonable person would in the circumstances. Intention is irrelevant. or in A violation of a legal or moral obligation. of duty (see Protecting directors from personal liability). These are known as This is a type of clause which allows companies to indemnify directors against claims by third parties, including any legal fees the director incurs. This also includes legal fees the director incurs when successfully defending a claim that the company brought against him itself. provisions or QTPIPs.
You cannot charge a fee for inspection of such an An agreement that one party will compensate another on the occurrence of a specified event. provision or memorandum, but you can charge a fee if a copy is provided. The fee for providing a copy is 10p per each 500 words copied, and you can also charge for reasonable costs incurred in delivering the copy to the In relation to a company limited by shares, means a person whose name has been entered in the register of members of that company as a shareholder in that company. in question.
Failing to allow a In relation to a company limited by shares, means a person whose name has been entered in the register of members of that company as a shareholder in that company. to inspect or receive a copy of an An agreement that one party will compensate another on the occurrence of a specified event. provision (or a memorandum of its terms) is an offence by both the A private company limited by shares incorporated and registered in England and Wales. and every In a company: A legally defined term used to refer to the director, company secretary or managers of a company. Officers of a company have certain duties and responsibilities towards the company and can be held liable for company law breaches. at fault, punishable by a fine. In such circumstances, a court can also order a A private company limited by shares incorporated and registered in England and Wales. to provide an immediate inspection and/or copies of the An agreement that one party will compensate another on the occurrence of a specified event. provision to the In relation to a company limited by shares, means a person whose name has been entered in the register of members of that company as a shareholder in that company..
Any person has a right to inspect or request copies of any document creating, varying or amending a charge, eg documents granting Also known as a debenture, charge or mortgage, security over an asset or assets (such as cash, debts, real estate or equipment) is given by a borrower (and sometimes a third party such as a shareholder of the borrower) to a lender in case the borrower fails to make a payment due. Security is also used to refer to a personal guarantee of a borrower's payment obligations to a lender, typically given again by a shareholder and sometimes secured over the shareholder's personal assets. In the event of a borrower's failure to make a payment due to a lender, the lender will have the right to sell any asset secured or call in the guarantee. over A private company limited by shares incorporated and registered in England and Wales. property for the repayment of a debt.
You cannot make your A private company limited by shares incorporated and registered in England and Wales. 's In relation to a company limited by shares, means persons whose names have been entered in the register of members of that company as shareholders in that company. or People or businesses to whom money is owed. pay a fee for inspection of a charge document. There is currently no prescribed fee for a non-In relation to a company limited by shares, means a person whose name has been entered in the register of members of that company as a shareholder in that company. to inspect a A private company limited by shares incorporated and registered in England and Wales. charge, but the usual reasonable fee of £3.50 per hour would represent a reasonable charge.
There is no fee for taking copies of instruments creating charges, per se, although if the person inspecting and taking copies is not a In relation to a company limited by shares, means a person whose name has been entered in the register of members of that company as a shareholder in that company. of your A private company limited by shares incorporated and registered in England and Wales. the suggested £3.50 per hour fee referred to above will continue to apply for any period during which copies are taken.
Failing to allow a person to inspect or take copies of a charge is an offence by both the A private company limited by shares incorporated and registered in England and Wales. and every In a company: A legally defined term used to refer to the director, company secretary or managers of a company. Officers of a company have certain duties and responsibilities towards the company and can be held liable for company law breaches. at fault, punishable by a fine. In such circumstances, a court can also order a A private company limited by shares incorporated and registered in England and Wales. to provide an immediate inspection and/or copies of the relevant minutes and Formal decisions made by the directors or members of a company, which bind the company once passed. to the In relation to a company limited by shares, means a person whose name has been entered in the register of members of that company as a shareholder in that company..