Statutory registers: which ones a company must keep and how to keep them

Statutory registers — also called the statutory books — are the official internal records a company is required by company law to keep about itself: who owns it, who runs it, who controls it and what security has been granted over its assets. They are separate from the accounting records and from what is filed at the companies registry, and in many jurisdictions they must be available for inspection. Keeping statutory registers current is unglamorous work that becomes urgent the moment a buyer, lender or auditor asks to see them.

Which statutory registers a company keeps

• Register of members (shareholders): names, addresses, shareholdings, dates of entry and exit.
• Register of directors, with a separate register of directors' residential addresses.
• Register of secretaries, where a company secretary is appointed.
• Register of people with significant control or beneficial owners, depending on jurisdiction.
• Register of charges and debentures granted over the company's assets.
• Register of allotments and share transfers, supporting the register of members.
• Minute books for board and general meetings, and written resolutions.

Exact requirements differ by jurisdiction, and some registries let companies elect to keep certain information centrally at the registry instead. Confirm which option applies before deciding what to maintain internally.

What good register keeping looks like

1. Record every change at the time it happens, with the effective date, not at year end.
2. Keep the supporting document with the entry: stock transfer form, board resolution, appointment letter.
3. Reconcile the registers against the public registry filings at least annually.
4. Check the register of members against the share capital total after every allotment or transfer.
5. Keep historic entries — registers are a history, so ceased directors and past holdings stay on record.
6. Control access: residential addresses and beneficial ownership details are sensitive.

Why they matter in a transaction

In any sale, investment or lending decision, the statutory registers are among the first documents requested. Gaps are treated as a warranty risk: if the register of members does not reconcile to the share certificates and the cap table, a buyer cannot be sure it is acquiring what it thinks. Reconstructing years of missing entries under deal pressure is expensive, and sometimes requires court-sanctioned rectification. Sound registers make due diligence a document-gathering exercise rather than an investigation.

Keeping registers without a filing cabinet

Paper statutory books still satisfy the law in most places, but they are hard to reconcile and easy to lose. Ettex Records suits the structure well: one table per register, a row per entry with its effective date, the supporting document attached, and the whole set exportable when a lender or buyer asks. Because entries are dated rather than overwritten, the register keeps the history that company law expects, and the register of members stays consistent with the cap table used for funding rounds.