What Records Must I Keep for a Limited Company?

The role of company director for a limited company comes with many responsibilities, including keeping records of important information. However, many directors do not know the full extent of these responsibilities. For instance, do you note down the minutes of each board meeting? As a company director, you probably should. This article will provide an overview of all the records that directors should keep on behalf of their limited company. 

Overview

The law requires that all companies keep certain records, including:

• members and director registers, 
• accounting records such as bank statements,
• records of director and shareholder meetings, 
• agreements, 
• memos, and 
• debt documents. 

Directors must ensure they organise these records appropriately. You are free to keep them in electronic or print format, but if you opt for electronic filing, you must be able to reproduce them in print form if necessary.

If you keep your records in print format, you must take steps to ensure that others do not falsify them. 

Additionally, you must keep these records available “for inspection”, usually at your company’s registered office, which is the address you have on file at Companies House.

If your company is a private company, you can keep your records stored with Companies House through their central register. 

We will now go on to look at the records you must keep. 

1. Members and Directors Registers 

Your company’s register of members is a document containing specific information on the company’s shareholders. This information includes:

• each of the shareholders’ names and addresses; 
• the date when the shareholder became a shareholder of the company; 
• for previous shareholders, you must include the date they ceased being a shareholder; 
• the number and class of shares the shareholder has; and
• the amount the shareholder paid for the shares. 

For any shareholders with 25% or more of the company’s share capital, you must also complete the Persons with significant control (PSC) Register. 

The register of directors is a similar document. For each of the directors, you must include:

• their name (and any former name); 
• their address;
• the country or state where they usually reside — for UK residents, you must specify which of the four countries within the UK;
• their nationality; 
• what their occupation is; and 
• their date of birth.

2. Accounting Information 

Essentially, your company’s accounting information includes all:l 

• receipts; 
• invoices; 
• bank statements;
• debt documents; 
• mortgages and other charge documents; and 
• other such documents that record money coming in and out of your company.

Furthermore, you will need this information to produce your annual accounts. Alternatively, you may need to produce these documents in case of a dispute. 

Generally, you should keep these files for at least six years. Although, in practice, you may wish to keep them for longer. 

3. Records of Directors’ and Member’s Meetings

For every director meeting you hold, you must take minutes of the meeting. Additionally, you must retain copies of the minutes for at least ten years. The minutes should record the specifics of the meeting, including:

• the nature and amount of any transaction; 
• the reasoning behind any decision; 
• if the meeting addresses the quorum; and 
• where directors hold the vote and the breakdown of votes. 

Similarly, you must keep any resolutions that shareholders pass at any shareholder meeting (or ‘members meeting’).   

Allowing Others to Inspect the Company’s Records

The law gives certain people the right to inspect the company’s records.

Generally, shareholders have the right to inspect your company’s records. However, if they notice their intent to inspect the company’s records, you must allow them to do so within a reasonable period. 

Any public member has a right to inspect a company’s register of directors or members only if they have a legitimate reason to do so. 

Penalties for Not Complying with Record Keeping

In many cases, it is a criminal offence not to store your company’s records appropriately. Typically, penalties include fines, but in some cases, you can face disqualification from holding the office of a director in the future. 

You can also open yourself up to civil suits by not keeping your company’s records in order. 

Key Takeaways 

Directors must keep records related to their company’s activities. These include a register of all members with significant control in the company, including:

• shareholders; 
• directors; and 
• individuals. 

Directors must also keep the company’s financial accounts in order, including all important 

• banking and loan documents;
• invoices; and 
• receipts of all outgoing and incoming money. 

If directors do not comply, they can be held criminally liable.

If you need further guidance, our experienced corporate lawyers can assist as part of our LegalVision membership. You will have unlimited access to lawyers to answer your questions and draft and review your documents for a low monthly fee. Call us today at 0808 196 8584 or visit our membership page.

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