Thomson Snell & Passmore’s company secretarial team recently received instructions to review and update the statutory registers for three group companies. The statutory registers for these group companies required considerable attention as the records had not been kept up-to-date over the last 30 years. The work needed to be completed urgently and the team’s commitment to fast response times was a key reason why we received the instructions.
Every company incorporated in England and Wales is required, by law, to keep and maintain statutory registers. The registers must contain details relating to its shareholders (if the company is limited by shares) together with details of the directors of the company and the company secretary, if one is appointed. The statutory registers must be kept at the company’s registered office or the designated place of inspection notified to Companies House. Shareholders and directors are entitled to inspect the registers free of charge, although if a company receives a request from any other person to inspect the registers the company may charge that person a fee to do so.
Our client became aware of the problem with the incomplete and out-of-date statutory registers of the three group companies when a potential purchaser asked to inspect all of the registers. This is a common request often made by potential purchasers as part of the due diligence process. Naturally, our client was eager for the sale to proceed and wanted to satisfy the potential purchaser’s request as soon as possible.
Our client handed to us several large boxes of documents that had been stored over the years relating to filings at Companies House, minutes of meetings and resolutions passed together with the incomplete statutory registers for each of the group companies.
The company secretarial team immediately began the task of sorting through and reviewing our client’s boxes of documents and cross-referencing the information against the public records available at Companies House.
Within two days of receiving the documents from our client, the company secretarial team had updated the statutory registers for all three group companies and arranged for the registers to be couriered back to our client ready for inspection by the prospective purchaser.