Statutory books: the records a buyer will ask for first

Statutory books — the statutory registers — are the records a company is required by law to keep about itself: who owns it, who runs it, who controls it, and what has been issued or charged. They are separate from the accounts and separate from what Companies House holds; the company’s own registers are the primary record, and the public register is a reflection of them.

Nobody looks at them for years, and then several people look at once: an acquirer’s solicitors, a bank taking security, an investor in a funding round. What they are checking is not whether the company is well run but whether it can prove who owns it — and the answer is either a maintained set of registers or a month of reconstruction.

What the statutory books contain

• Register of members: shareholders, holdings, dates of entry and cessation.
• Register of directors, with the details required, and a separate register of directors’ residential addresses.
• Register of secretaries, where one is appointed.
• Register of people with significant control, in jurisdictions that require it.
• Register of charges, and copies of the instruments creating them.
• Register of allotments and transfers, with the supporting stock transfer forms.
• Minutes of general meetings and board meetings, and written resolutions.

The register of members is the one that matters most and is neglected most. It is the legal record of who owns the company: not the cap table in a spreadsheet, not the shareholders listed in the last filing, and not the share certificates in issue.

How they go wrong

The pattern is consistent. A transfer is agreed and signed, the certificate is issued, and the register is never updated. A director resigns and the change is filed publicly but not entered in the register. A share issue is approved by a board resolution nobody minuted. Each is small; together they mean the registers no longer show what happened.

The reconstruction that follows is not merely tedious. Where the paperwork cannot be found, the company may need shareholders to ratify historical events years later — and shareholders who have since fallen out are under no obligation to help.

Keep the register of members and the cap table as one thing, not two. Where finance maintains a spreadsheet and the company secretary maintains a register, they diverge — and the version investors were shown will not be the legal record.

Maintaining them without a department

1. Update the register at the moment of the event, not at year end.
2. File the supporting document — resolution, transfer form, allotment return — with the entry it supports.
3. Reconcile the registers to the public register annually, before the confirmation statement rather than after.
4. Keep the books at the registered office or a notified alternative inspection location.
5. Retain superseded entries; registers record history, they are not overwritten.

Registers are tables with a legal life: rows that must show what was true on a date, kept for years, produced on demand. Ettex Sheets holds them with full version history, so the state of the register at any past date can be shown rather than asserted — which is exactly what a buyer’s diligence request asks for. Deciding what belongs in them remains a company secretarial judgement.