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Company books/ Company registers/ Statutory books (they’re all the same thing!)

First thing – Company books/ Company registers/ Statutory books are all different words for the same thing.  We refer to them as registers, for simplicity.

What are company registers?  The official records that a company is required to maintain under UK law.  They are the prima facie evidence of who’s who in the company, who owns what shares and who has what rights.  So if someone comes out of the blue claiming to be a shareholder – your main line of ‘defence’ to them is if they are (not) listed in your company registers.

 

Why do I need to have company registers?  It is a legal requirement in the UK for all companies to maintain accurate and up to date registers.  If the company does not, its directors might be fined.  The more practical reasons are: (i) as a matter of good governance – you want to know what is going on with your company, and current/ future investors expect it; (ii) if you ever make any changes to your company (e.g,. appoint a new director, take on new investment, etc?) you need to know the current situation before you start, so that you know who’s approval you need (and how to get it) in order to make the change.  For example, if you need shareholder consent to do something, you need to know who your shareholders are, and how many voting shares they have.  If you don’t, then any approval you do get, might not be valid (i.e. you haven’t asked the right people!).

 

Is a cap table a company register – what’s the difference?  Company registers covers a wide range of information about the company – not just shareholders (or members), but directors, secretaries, PSC/ RLEs, share issues, conflicts…  A cap table is not an official register (required by law) but is a way of viewing shareholder information, showing a full break down of their shareholdings.  It is a shareholder register, but cleaned out of all the formal information, focussing on shareholders and numbers – giving a detailed picture of the company’s equity.  Cap tables are used to see what the current shareholder positions are, but also to model what might happen if… the company reaches a certain value, takes on new investment, shareholdings change, etc.

The Kudocs cap table tool allows you to build a cap table very very quickly, view it on screen and then export it to excel for further tinkering.  Creating your own cap table from scratch (assuming you know the layout you want) can take hours.  Kudocs will generate one for you at the click of a button.

 

Where do I find the company registers in Kudocs?  Kudocs is – at its most basic – a set of electronic company books.  So the short answer is that Kudocs is your company registers.   Kudocs – as a system – is a complete set of electronic registers, with all the information required by law – and more – making it easier to view and use this information.  And if you need to generate a hard copy of your registers you can using the {Export registers} button that is available on many pages in the system (for more information see here).  This will generate your registers as either a pdf or csv (spreadsheet).

 

How do I generate the company registers using Kudocs? Unless someone specifically asks for physical  copies, your registers are being constantly maintained, electronically, in Kudocs.  Including synchronising with Companies House to ensure that Companies House is kept updated, and Kudocs can be updated if there are any changes at Companies House.  If you need physical registers, you can download a pdf or csv (spreadsheet) using the {Export registers} button that is available on many pages in the system (for more information see here).

Alternatively, if someone wants to view your registers, you can grant them read only access as a user.  This will allow them into your Kudocs account (at no cost to you or them), to view your company information.  You can remove access at any time (Settings > Users).

 

Do I need physical (or ‘hard copy’) company registers?  No.  Electronic registers have been permitted in the UK since October 2009 (when the Companies Act 2006 came into force), provided that the registers can be generated in hard copy, if required.  Which Kudocs allows you to do (for more information see here).

 

Where do I need to ‘keep’ my company registers?  Before electronic registers were allowed (pre-2009), companies were required to have physical registers ‘available for inspection’.  This was normally at the company’s registered office, but could be elsewhere (see SAIL address below).  A company is still required by law to make its registers ‘available for inspection’, but it does not mean you have to have physical registers.  Using Kudocs, your registers can be available anywhere, at anytime, by anyone (with your permission).  All you need is a computer and access to the internet.

 

What is a SAIL address?  A Single Alternative Inspection Location is a location where a company can keep its company registers available for public inspection – as an alternative to the company’s registered office.  There is no legal requirement to have a SAIL address – it is optional for your convenience.

 

For more information see here.

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