Why do lawyers keep asking for my company’s “statutory books”?

Lets start by establishing what we mean by “statutory books”: these are essentially a collection of records and registers containing information about the company. They will include a list of the company’s directors and their addresses, a list of any share transfers which may have occurred, and most importantly a “register of members” (ie a list of all shareholders, setting out their details alongside the number of shares they hold).

The reason lawyers ask for these is that, due to a slightly old-fashioned law, a company’s “register of members” is actually the legally definitive guide to who its shareholders are. According to the law, if your name is on a company’s register of members against some shares then you are a shareholder in that company, and until your name is written into this register you are not a shareholder! A lot of people think that the Confirmation Statement you file at Companies House is the correct guide to shareholders, but this isn’t the case – the register of members is the document which matters.

If someone set up your company for you then they may have the statutory books and the register of members – these can often be held by accountants, for example. These can be physical records, or a Word doc / Spreadsheet. Either way, there is a legal requirement for you to have a register of members and keep it up to date.

We also offer a “company secretary” service where we can update and maintain these registers on your behalf (alongside other services such as providing a postal address, if required). Please get in touch if you would like any further information on this service.

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