Guide on how to Set Up a Company and Keep Corporate Business Books

This guide gives an overview of the Britain legislation which, from 30 June 2016, allows to a private company to choose to send information usually kept in certain statutory registers to the Registrar of Companies to be kept on the public register at Registry of Companies records. This choice, for the private companies limited by shares only, is an alternative to the obligation to keep all or any of those statutory registers at its a registered office, or at a single alternative inspection address. This location is will do serve as the official address is for all correspondence from Companies House and HMRC authority. The best way to set up a UK limited company is to complete application for Companies House through at an approved to do online a company formation agent․․

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The obligation to keep statutory registers applies to certain registers, including the registers of directors, director’s usual residential addresses, secretaries, register of members, and register of people with significant control over the company. The other registers that companies must also keep do not fall within the scope of this information. London limited companies’ registered offices are will to be register with on UK’s Companies House’ Registrar Office at in London and in HMRC business records.

This guideline goes on to explain what a company must do if it chooses to keep the information on the public register at on Registrar of Companies, and what happens if having done so it subsequently decides to stop keeping the information in such manner and keeps the information in its own the statutory registers. Register a new company online, or call us on 033 0808 0089 and we will help for to set-up a private limited company limited by a stock shares immediately․ If you are not confident in forming your company on your own, call us on 033 0808 0089 and we will help you to complete your application form over the telephone․ For on more information about a business formation service to make a free for offline or online appointment, call on 033 0808 0089 or send us e-mail to info@coddan.co.uk․ We can normally to register and to incorporate of a new limited company within 24 hours between from Monday 9ː30am to Friday 5ː30pm at on-line․

1. A Brief Introduction

From 30 June 2016, a private company can choose to send information usually kept in all or any certain statutory registers to the Registrar of Companies to be kept on the public register at Registry of Companies. This choice, for a private companies only, is an alternative to the obligation to keep those statutory registers at its a registered office or at a single alternative inspection address.

If your company chooses to keep the information on the public register at Registrar of Companies, rather than in its own statutory registers, this information becomes part of the public search register. The public register is open for anyone to get inspect and get take copies of the information.

In this guide we will refer to “elect” or “election” when referring to a private company limited by sharers choosing to send information usually kept in certain statutory registers to the Registrar of Companies and kept on the public register at Registry of Companies. We will also refer to “withdraw” or “withdrawal” when such a company chooses to stop keeping such information on the Public Register search.

The part explain the implications of, and requirements for, keeping information for each of the registers on the public register at Registry of Companies. They set out what is must to be delivered, when the information must to be sent to Registrar of Companies, and what happens if a company decides it wants to keep its own statutory registers.

2. What is the “Register of Members” Records?

Please be aware once you choose to keep your member’s information on the public register at Registrar of Companies rather than in the company’s own statutory register, all of the members’ details, including their addresses, will to be available on the public register to anyone who wishes to see, or make a copy, of their details. This is not applicable to a company whose shares are not traded on a trademarket and keeps its own statutory members register.

2.1 How to choose to keep a member’s information on the public register at Registrar of Companies (“Election”)

You can elect whether to keep member’s information on the public register in the following of 2 circumstances:

1) on incorporation, in which case the election is made by the subscribers wishing to form a private company as part of the incorporation application to the Business Registrar. The subscribers should provide all the information required in the company’s register of members at incorporation; or

2) an incorporated private company can elect, but only if all members have agreed to the election and, that those registers have been discontinued and all entries transferred to the company’s register of members. This is because a company cannot to keep information about its members on the public register records if it’s also keeping an overseas branch register. In such cases, a company is must to provide all the information that must be contained in its register of members concerning people who are current members, at the time an election notice is delivered to the registrar.

2.2 When the election will takes an effect

The election will takes an effect when it is registered by the Registrar of Companies. When in force, a company does not have to maintain a register of members. It remains in force until either a company ceases to be a private company, or withdraws the election and is required to maintain a statutory register.

2.3 When an election is in force for on the member’s register

A company that has made an election after its incorporation is must continue to keep the register that it was required to hold prior to the election (“the historical register”). It does not need to update that historic register to reflect subsequent changes whilst the election is in force. Any person can to inspect and to require a copies of information on the historical registers. These requirements equally apply if the company was obliged to keep an index of members.

A company is must to place a note at in the historical registers that an election is in force, when it took place, and that is up-to-date information about all members can to be found on the public register. A company that does not to place such a notice in the historical registers is commits an offence.

The obligations in respect of the historical register records or on index do not apply in relation to an election made by a subscriber who is wishing to set-up a limited company.

As once an election has been made, a company has to deliver information about its members to the registrar to be made available on the public register at Registry of Companies, and any changes to the registered information.

This will include the following data details of:

• The full names and postal addresses of the members;
• Data when when each person has was registered as a company member;
• Data entry is when any person ceased to be a registered member.

A company does not have to deliver information relating to the date an individual ceases to be a member of a company where such date will be a date of registration by the registrar. If that’s so, a company is must to indicate to the registrar that the date to be recorded is a date of registration. It’s an offence for a limited company do not to comply on with such legal duty.

The information that follows is required about each single member and will must to be kept up-to-date:

• The shares are held by each member, distinguishing on each share—
• By a share’s number (the share has need to have a number), and
• Where a limited company has more than just one class of issued shares, by its class
• The total amount paid or agreed to be considered as paid on the shares by the each member
• If a company has converted any of its shares into a stock, and given a notice of the conversion to the registrar, the amount and class of a stock held by each stackholder instead of the amount of shares and the particulars relating to shares
• In the case of joint holders of shares or a stock in a company, the company’s registers of members must to state the full names of each a joint-holder
• In other respects, joint holders are regarded for the purposes of this part as a single-member (so that the register must to show a postal address location)
• In such scenario, a company that does not have a share capital but has more than one class of its members, with the full names and postal addresses of the members, a statement capital of the class to which each member holds
• Any changes to the information sets out above
• The details of any transfer of shares
• The details of allotments of a new shares
• The details of any shares held in a treasury custodian

2.4 Incorrect information on the registers

Any person can inspect or request a copy of member information of a company that has elected to keep it on the public register. Any person may ask a company for to confirm that all required information has been delivered to the registrar. Failure to respond on to such an inquiry is will to be seeing as an offence.

There is a power for the court to order rectification of members’ information on the public register records fie. The court is can to act where the name of a person has either been included or omitted as a member of the company without sufficient consent; or where a company has been failed, or has unnecessarily delayed, in notification the registrar that a person has become, or ceased to be, as a member of a company. The person aggrieved, another member or the company can apply to the court.

2.5 When a company decides it wants to start keeping its own register of members (“withdrawal”)

A company must to give a notice to the registrar that it wants to withdraw from keeping the members’ information on the public register. This takes effect when it is registered by the registrar. On withdrawal, a company is must to maintain its own statutory register of members at a registered office address.

A company is must to retain a historical register, and it must enter all required information relating on to current members in its register. However, the company doesn’t have to enter a historic information from the period it elected to keep an information on the public register at Companies House, for example, the details of a person who’s has ceased to be a member during on that period.

A company must notify on the register of members that an election has been withdrawn and that information about members in the period when the election was in force can to be found on the public register.

2.6 Member information delivered on the public register at Registry of Companies after the withdrawal of the election

All members’ details, including their postcode addresses, delivered to the registrar during the period a company elected to keep members’ information on the public register will still to be on publicly available when the election is withdrawn.

3. The Register of People with Significant Control (PSC)

Please be aware that once an election has been made to keep a company’s people with significant control (PSC) information on the public register at Registry of Companies, rather than in a company’s PSC register, the full date of birth of the PSC will to be available on the public register search.

Anyone who wishes to see, or make a copy, of such details will be able free to do so. For companies that keep their own register, their PSC’s day of birth is will to be withheld from public inspection.

3.1 How to elect to keep PSC information on the public register at Registry of Companies

You can elect whether to keep a limited company’s PSC information on the public register either:

1) Upon on incorporation, in which case the subscribers are wishing to form a company must to elect with the application to incorporate a limited company; or
2) an incorporated company can apply itself.

The election has no effect unless the company has given notice to registrable persons and registrable relevant legal entities (RLE) at least 14 days before the date of the election and no registrable person or RLE objects to the proposed election within that time. The subscribers and a company making an election must to provide a formal statement with the election that no objection has been received.

If you apply after incorporation, your election is must to contain all the “current” information that is contained in the PSC register. “Current” is refers to information is about a current registrable persons or RLEs at the time of the notice of election (as opposed to persons who used to be registrable persons or RLEs and whose information may still to be on the register) and to any other matters that are current at that time.

A company is must to provide any updated information in the event of any change in the details in the PSC register between the time the notice of election is delivered to the registrar and the time the election takes effect. If a company’s PSC register is rectified, it must also notify the registrar to ensure that the rectification is reflected on the public register records.

3.2 When the election takes effect

An election takes effect when it is registered by the Registrar of Companies. The election remains in force until a limited company ceases to be a private company limited by share or withdraws an election.

3.3 When an election is in force for the PSC register

A company that’s made an election after incorporation is must to continue to keep the register it was required to hold before the election (historical register records). Whilst an election is in force you don’t need to update a historic register to reflect any new changes. Anyone is can do to inspect copies of information on the historical register records file.

A company is must to put a note in the historical registers that an election is in force, when it took a place and that up-to-date information about PSC can to be found on the public register. It’s an serious offence to do not to put a note on the historic register.

The obligations of the historic register don’t apply in relation to an election made by a subscriber who wishes to get form a limited company. A company has to deliver and keep up to date information about its PSCs to the registrar, to be made available on the public register records file.

PSC information that you must send for a private individual registrable person is:

• Full name and a title
• Official serve address
• The country or state in which the individual is usually resident
• The nationality or a country of residency
• The date of birth
• The usual residential address
• The date on which the individual has became a registrable person in relation to the company in question
• The nature of his or her control over that company
• Whether restrictions on using or disclosing any of the individual’s PSC particulars are in force

The information will to be delivered for each registrable relevant legal business entity is:

• A corporate or a firm business name
• A registered office address or to a principal office location
• The legal form of the business entity and the county law by which it is governed
• If applicable, the Registrar of Companies in which it is entered (including details of the county) and its registration number in that registers with on
• The date on which it became a registrable relevant legal business entity in relation to the company in question
• The nature of its control over that private limited company

For an other registrable person (such as a corporation sole or at a local authority):

• Their full name
• Their principal office location
• The legal form of a person and the law by which they’re governed
• The date on which they became a registerable person in relation to a limited company in question
• The nature of their control over the limited company

More information about the different categories of PSC is canto be found in BEIS guidance.

3.4 Companies with PSC whose information is protected

Some companies will have PSC whose information is secured and protected. This could mean that their usual residential address (URA) is protected so it isn’t disclosed to credit reference agencies (CRAs), all of their PSC information is protected from disclosure on the public record, or both.

If there is a PSC whose URA is protected from being disclosed to CRAs, companies can e-file all their information with on Registrar of Companies as they normally would, electronic or on paper.

If there’s a PSC who has applied for or been granted protection so none of their PSC details are disclosed on the public register, a company of which that individual is a PSC will need to file any information relating to that PSC on paper. Special versions of the application for incorporation and individual PSC forms have been developed for this purpose and are only available from the secure registers team at Registry Companies.

Data security is a primary concern with e-filings that may contain the information of a protected PSC. There is a dedicated team, with the requisite security clearance to view the information, dealing with all e-filings that contain secured information.

4. Information as to state at of central national register

A person may inspect or request a copy of PSC information for a company that has elected to keep it on the public register records. Such person is may to ask a company to confirm that all required information has been delivered to the registrar. Failure to promptly and to dully respond to such an inquiry is decided as an offence.

4.1 Power of court to order a company to remedy default or delay

There is a power for the court to order rectification of the PSC information on the public register. The court is may to act where the name of the person has either been included or omitted, as a registrable person or RLE in relation to the limited company without of a sufficient cause; or where a limited company has been failed, or has unnecessarily delayed, in notifying the registrar that a person has become, or ceased to be, a registerable person or RLE in relation to a company.

When a company decides it wants to start keeping its own register of PSCs once more (“withdrawal”), a company must give a notice of withdrawal of the election to the registrar. The withdrawal is effective on registration by the Registrar of Limited Companies. Upon on withdrawal, a company will need to maintain a register of PSC from that point onwards.

The company must enter all required information relating to current matters in its register. However, it doesn’t have to enter on historic information records from the period covered when the information was held on the public register at Registry of Companies. (For example, the details of a person who has ceased to be a PSC during the election period.)

The company is must to annotate its PSC register to state that the election has been withdrawn, the date that the withdrawal has took effect, and that information relating to the period of the election is available on the national central register department.

4.2 PSC information on the public register during the period of an election

PSC details, including full date of birth, delivered to the registrar during the period of any election will still be available publicly even when the election has been withdrawn. The information is treated as part of the public register and is maintained as required under the Companies Act. Usual residential addresses will never appear on the public register. Also, if a limited company has a PSC whose information is protected, none of their details will appear on the public register, regardless of an election.

5. The Register of Directors

Please be aware that once an election has been made the director’s full date of birth will be available on the public register to anyone who wishes to see, or to make a copy of such details. This is not the case for a company that has not elected, where a director’s day of birth is withheld from a public inspection, and only the data birth is be on public records.

5.1 How to choose to keep directors information on the public register at Registry of Companies (“election”)

You can to elect whether to keep a company’s director information on the public register either:
1) on incorporation process, in which case the registrants wishing to form the limed company must to elect with the application to incorporate the limited company; or
2) an incorporated business corporation as a private company limited by a stock shares is can to apply.

5.2 When the election is taken ab effect

The election is takes effect when it is completely registered by the Registrar of Companies. An election remains in force until either a limited company ceases to be a private limited company or withdraws the election. During the period when an election is in force, an elected private limited company does not have to keep a register of its directors.

5.3 When an election is in force for the register of directors

The company is must to deliver information about its directors to the registrar to be made available on the public register at Registry of Companies. The information is to be delivered includes: For a physical director person that is a natural person:

• The full name and any former name and title
• A service address location (which can to be stated to be “a company’s registered office”)
• The county or state or part of the United Kingdom where he or she is usual resident
• The nationality
• The business occupation (if any), and
• The details of the full date of birth

For directors that are corporate bodies or business firms enterprise, the register of directors will include:

• Its a corporate name or a firm name
• Its a registered office address location or its a principal office place location
• In the case of a limited company was incorporated and registered in the UK, its registration number - otherwise, the legal form of the company or a firm and the law by which it is governed on, if applicable, where it registered and its registration number (CRN registerable number)

The company is must also to deliver directors’ information to the registrar in the following circumstances:
1) Anew details whenever there is a change to a director’s information; and

5.4 When a company decides it wants to start keeping its own register of directors (“withdrawal”)

A company is must to give notice of withdrawal of the election to the Registrar of Limited Companies. The withdrawal takes effect on registration by the registrar. On withdrawal, a company will then need to maintain a register of directors from that point onwards and notify the registrar of changes to that register.

5.5 Directors’ information on withdrawing the election

On withdrawal of an election, a company must enter in its register of directors all the director information relating to matters that are current and that are required to be contained in the register. The company is not required to enter information relating to the period when an election was in force that is no longer current (the details of a person who has ceased to be a director during the election period).

5.6 Directors’ information on the public register after the withdrawal of the election

Directors’ details, including the full date of birth, delivered to the registrar during the period of any election will still be available publicly even when the election has been withdrawn, as the information is treated as part of the public register and is maintained as required under the Companies Act.

6. Register of directors’ usual residential addresses

6.1 How to choose to keep directors’ usual residential addresses on the public register at Registry of Companies (“election”)

You can elect whether to keep a company’s directors’ usual residential address information on the public register either:
1) on incorporation process time, in which case the registrant is wishing to form a company must to elect with the application to incorporate the limited company; or
2) an incorporated private company limited by shares can apply itself.

6.2 When the election takes effect

The election takes effect when it is registered by the Registrar of Companies. An election remains in force until either a company ceases to be a private company or withdraws the election. During the period when an election is in force, a private limited company does not have to keep a register of directors’ their usual residential addresses.

6.3 When an election is in force for the register of directors’ usual residential addresses

The company has to deliver information about its directors’ their usual residential addresses to the registrar at Registry of Companies, including any changes to the registered information. The usual residential address isn’t available to on public to inspect, in the same way as it’s not available to the public if the company is keeping its own statutory register of directors’ usual residential addresses.

The following information is needed to be delivered is:

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

6.4 When a company decides it wants to start keeping its own register of directors’ usual residential addresses once more (“withdrawal”)

A company is must to give a notice of withdrawal of the election to the Registrar of Companies. The withdrawal is effective on registration by the registrar. On withdrawal, a company will need to maintain a register of directors’ at usual residential addresses from that point onwards and notify the registrar of any changes to it.

6.5 Directors’ usual residential address information on withdrawing the election

On withdrawal of an election, a company must enter in its register of directors’ usual residential addresses all the information relating to matters that are current that are required to be contained in that register. The company is not required to enter information relating to the period when an election was in force that is no longer current (the usual residential address details of a person who has ceased to be a director during the election period).

6.6 The directors’ usual residential address information registered during the period of the election

Usual residential address information delivered to the registrar will not be available for public inspection. This is in line with the inspection requirements for the register of directors’ usual residential addresses if kept by a limited company. A usual residential address information will to be made available by the registrar to the following bodies:
1) A credit reference agencies, unless a successful application has been made to prevent disclosure to credit reference agencies under section 243 of the Companies Act 2006, and
2) specified public authorities eg the police.

7. Register of secretaries

7.1 How to choose to keep secretaries’ information on the public register at Registry Companies (“election”)

You can to choose is whether to keep the company’s secretary information on the public register either:
1) on incorporation process, in which case the registrant is wishing to form the company must elect, with the application to incorporate a limited company; or
2) an incorporated company can apply itself.

7.2 When the election takes effect

The election takes effect when it’s incorporated by the Registrars of Companies. An election remains in force until either a company ceases to be a private company limited by shares or withdraws the election. During the period when an election is in force, a company does not have to keep a Register of Secretaries.

7.3 When an election is in force for the register of secretaries

The company has to deliver information about its secretaries to the registrar, to be made available on the public register records at Registrars of Companies.

The following information is needed for to be delivered is:

• The full name and any former name;
• A serve address, (this may be stated to be “a company’s registered office”)
• For secretaries that are corporate body entities or a secretarial firms
• Its a corporate or a firm name
• Its a registered office address or its a principal office location
• In the case of a limited company was incorporated and registered in the UK, its registration number (CRN) - otherwise, the legal form of the company or a firm and the law by which it is governed and, if applicable, where registered and its registration number (CRN)

The private company limited by shares is must also to deliver information to the registrar in the following circumstances:

• Whenever there’s a change to a secretary’s details, the new details
• When a person ceases for to be a secretary of the company

7.4 When a company decides it wants to start keeping its own register of secretaries once more (“withdrawal”)

A company must to give a notice of withdrawal of the election to the registrar. The withdrawal is effective on registration by the registrar. On withdrawal, the company will need to maintain a Register of Secretaries from that point onwards.

7.5 Secretaries’ information on the public register after withdrawal of the election

Secretaries’ information delivered to the registrar during the period of any election will still be available on publicly even when the election has been withdrawn. The information is treated as part of the public register and is maintained as required under the Companies Act 2006.