Under section 113 of the Companies Act 2006, every company is required to maintain statutory registers (sometimes referred to as statutory books or records).  This includes RMCs and RTM companies.

These registers set out details of the directors, the secretaries, the members/shareholders and those with significant control or influence over the company.

It is an offence by both the company and its officers if any of its registers are not maintained.  

Section 113: register of members

Section 113 of the Companies Act 2006 requires every company to maintain a register of its members/shareholders.

The details which must be recorded on the register are:

  • the names and addresses of the members/shareholders
  • the date on which each person was registered as a member/shareholder
  • the date at which any person ceased to be a member/shareholder

If a company has a share capital, they are also required to record:

  • details of the shares held by each member/shareholder
  • the amount paid or agreed to be considered as paid on the shares of each member/shareholder

In law, a person is not legally a member/shareholder until their name is entered into the company’s register of members.

Companies are required to file their confirmation statement with Companies House annually.  This is one of the reasons why the register of members is an important document as it shows the accurate position in relation to the company’s members.  

Criminal offence

If a company defaults in complying with section 113 then an offence is committed by:

  1. the company; and
  2. every officer in default.

A person guilty of an offence is liable, on summary conviction, to a level 3 fine, and, for continued contravention, a daily default fine.