The primary function of a company register is to provide a mechanism for storing the statutory books and records of a company. They can be especially useful if the directors or company shareholders are unfamiliar with the requirements on what information must be maintained and available to be presented to a member of the public upon request.
Having and using company registers and making the required entries (which are usually very straight-forward) can also save the business the expense of paying a professional Accountant or Solicitor to complete the documents.
The contents of a typical company register are described below and although the layout of each individual document might vary depending on the one purchased, most will perform the same functions.
Register of Directors
Register of Secretaries
Share Certificates
Register of Applications and Allotments
Register of Debentures
Register of Directors' Interests
Register of Members' Share Ledger
Register of Mortgages and Charges
Register of Transfers
Company Minutes
Register of Directors - This displays the details of the company’s current directors, including name, address, date of birth and other directorships held by that person. In addition, any past holders of the director position will also be shown together with information on their appointment and resignation dates.
Register of Secretaries - This register contains similar information to that recorded for the directors and will serve as a record to show who is responsible for the company’s compliance towards it statutory obligations. Since company secretaries are no longer required for private limited companies, the records may remain unused or show the final resignation of the person without a replacement being made.
Share Certificates - These are commonly used to prove ownership of the company and would be investors would expect to receive one following the purchase. On issuing a share certificate a company seal is sometimes used to provide official recognition and validity to the document.
Register of Applications and Allotments - Would be used in conjunction with the above to record the issue of the company’s shares and to maintain a definitive list of who owns the equity. In smaller companies, there may only be one such shareholder, however the obligations to maintain the above record does not diminish because of this.
Register of Debentures - A less commonly used form for newly registered companies but in the event that debenture stock is issued, the required entries should be made on this document. Back to Top
Register of Directors' Interests - These are used to record details of both shares and other arrangements undertaken by the company, in which the director or anyone connected with them have an interest. The purpose is to increase the levels of transparency between the director and any beneficial ownership in the company which they might be party to.
Register of Members' Share Ledger - Provides a definitive record of who the current company shareholders are and will be compiled from both the register of application and allotments and the register of transfers. This section will display ultimately the owners of the business.
Register of Mortgages and Charges - Where the company enters in to agreements which stipulate that a charge or mortgage is secured against some or all of its assets, those entries must appear here. The purpose is to allow prospective investors to assess the gearing levels within the company and thereby the potential risk to any contributions they may decide to make.
Register of Transfers - Bears some similarities to the Register of applications and allotments where shares are issued but instead records transfers undertaken by existing shareholders. For smaller entities, transfers might be an occasional occurrence whereas for larger companies, the frequency of transfers may be greater.
Company Minutes - Most company constitutions require it to have meetings at least annually and sometimes more frequently. The business conducted at these meeting should be aptly records in the company’s minutes and be available as a record to the decisions which have been taken. Back to Top
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