How Shelf Companies Lost Their Appeal and What to Do Now
Also known as a ready-made company or an off-the-shelf company, a shelf company is a pre-registered business you can buy and customise.
Every business owner will need to maintain a high level of bookkeeping and accounts so that they can submit the correct financial figures to HMRC for tax and NI purposes each year.
However, every business that goes through the company formations process to become incorporated as a Limited Company are legally required to maintain a set number of statutory company registers.
These official company registers must be kept at either the company registered office address or a Single Alternative Inspection Location or ‘SAIL’ address and be available for public inspection at any time.
Companies House will also retain a copy of certain registers and the information contained is open to be read for transparency reasons by the general public online through the register of companies.
As a company owner, you will be required by law to keep a set of registers or ‘statutory books’ for the duration of the life of your company.
Who has the responsibility of maintaining company registers?
If you are a company director or company secretary, then you will be required to regularly update and maintain your company registers in accordance with the Companies Act 2006.
The registers you are obliged to keep up to date are:
- Register of Charges (created before 6 April 2013)
- Register of Directors
- Register of Directors’ Usual Residential Addresses
- Register of Members
- Register of People with Significant Control (PSC)
- Register of Secretaries
It is not necessary to appoint a company secretary within your private limited company, so if you have never appointed one and don’t intend to appoint a secretary, you will not need to keep or submit this register.
The same goes for a register of charges – your company may not have any charges to record, so you will not need to keep a record.
Register of Charges
Since 6 April 2013, it is no longer required that a company needs to maintain a statutory register of charges. Company charges would have included securities such as mortgages or debentures (a medium to long-term debt instrument used to borrow money at a fixed rate of interest) unless charges were made before this date.
Should you need to keep a Register of Charges, you should maintain the following information:
- Amount of the charge
- Brief description of the nature of the charge
- Copy of any instrument relating to a charge
- Date of the charge
- Particulars of persons entitled to the charge
If your company created any charges after 6 April 2013, you will need to register them at Companies House. Copies of instruments relating to your charges must be made available for inspection by the public along with your other company registers at your head office or SAIL address.
Maintaining your Register of Members
You are required to keep a Register of Members that contains details of your current and past shareholders in your limited company, or your guarantors if your company is limited by guarantee.
The Register of Members is like a logbook that keeps a continuous record of all company ownership since the day of the company incorporation. This is by far your most important statutory book and you should ensure that you maintain the details contained within to keep it up to date.
What you should include in your register of members:
- Names and service addresses of members
- The date on which each person became a member of the company
- The date at which any person ceased to be a member of the company
When you incorporate your company to be limited by shares, then your register must also include:
- Quantity and class of shares held
- Amount paid on each share or the amount agreed to be paid
- Details of any share transfers
- Details of allotments of new shares
- Details of any shares held in treasury
- Details of any other disposals
Maintaining your Register of Directors
Your Register of Directors is a statutory book that records the details of every person who is or has ever been appointed to manage your company on behalf of your members.
The details you need to include here are:
- Full name, including any former names of each director
- Directors service address
- Country of residence
- Nationality
- Business occupation
- Date of birth
The following details are required for corporate directors:
- Company name
- company number
- registered office address
- place of registration
- legal form
- governing law
- place it is registered (details of the registrar).
Register of Directors’ Usual Residential Addresses
You must record each director’s private home address in your statutory book, but you don’t need to make this information public due to its sensitive nature.
Directors can now replace their home address with their registered company address (if this is different from their home address). This now offers company directors more privacy and protection from the risk of identity theft and fraud. This law came into force on 26 April 2018.
Should you run your business from your home address and wish to keep it off the public record, you can choose to use a Directors Service Address instead.
There are many benefits of using a Directors Service Address package from us. It provides you with a low-cost way of protecting your home address from being on public record when you run your business from home. Plus using this service also adds a level of prestige and gravitas to your company image by having a professional Central London address in the heart of London’s business district.
Changing your director’s address
Up until October 2009, all company directors and company secretaries home addresses were on public display at Companies House. However, this led to a rise in the levels of threats of harm and intimidation coming from activists such as animal rights protestors.
The rules were changed after October 2009 so that only business service addresses, which could be the company’s registered office address or other business address need to appear on the public record.
While you still need to collect and record the home addresses of all of your company directors when you appoint them, it is only necessary to notify Companies House of these details, but this information is no longer made public.
Company secretaries are required to only supply a service address for public record.
While it can be very reassuring to be able to change your director’s address to keep it private and off the public record, there are still official groups that can access your home address details. These are:
- The police and other public authorities
- HM Revenue & Customs
- The FCA and credit reference agencies
As the credit rating of company directors may affect their companies ability to access financial products, such as bank loans and credit facilities, credit reference agencies are allowed to access your personal information.
The Register of Secretaries
Depending on the age of your company, you may not have a company secretary. Most limited companies these days don’t tend to appoint company secretaries. However, if you have appointed one, or you previously appointed one, you must keep a register of secretaries that contain the details of their full names, any former names they had, and their service address.
Your PSC Register
In April 2016, under the Small Business, Enterprise and Employment Act 2015, new rules were brought in requiring private companies to keep a statutory record of any persons within the company that have significant control.
Your PSC Register keeps a record of every person who has significant interest or control in your company. The information that you need to record includes:
- Name
- Service address
- Country of residence
- Nationality
- Date of birth
- Usual residential address
- The date on which the individual became a registrable person with the company
- Nature of PSC’s control over the company
Sometimes a PSC entry may not be an actual person. For example, your company may have another company that needs to be listed as limited companies are recognised as being their own entity in the eyes of the law.
In this case, you will need to include the following details on your PSC register:
- Company name
- Company number
- Registered office
- Jurisdiction incorporated in
- Governing law
- Place of registration (details of the registrar)
- The date the company became registrable as a PSC
- Nature of the control over the company
Updating your Confirmation Statement
While it is very important to keep your statutory registers updated to enable you to confirm your company information should you need to challenge or validate any issues or disputes that arise with your company, most of your updates will only need to be reported on your annual confirmation statement.
Your confirmation statement is like a brief update to Companies House about any activities that have taken part in the previous year, such as share transfers etc. This is used as a snapshot of your current business on any given day, so while you may have made some changes during the year, your updates will not be reflected on the public record until you submit your confirmation statement and your details are amended.
Remember that your company and your company officers can face severe Government penalties for failure to keep your statutory registers updated and well maintained. Penalties can vary and may include unlimited fines, damage to your company reputation or members, or even seeing your company officially dissolved.
