Statutory Registers

Statutory registers comprising the legal registers which a private limited company is required to maintain and make available for inspection under company law.

This document also includes template registers for share allotments and share transfers, which companies commonly keep alongside their statutory records.

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When do I use this document?

  • for a company’s statutory registers, also known as statutory books or company books.
  • for a private limited company.
  • for company registers which will be stored electronically.

What are the key features?

  • easy to complete statutory register template.
  • registers of:
    • members (shareholders).
    • share allotments.
    • share transfers.
    • directors.
    • company secretary.
    • directors’ residential addresses.
    • charges.
    • people with significant control (PSC Register).

What else do I need to know?

Companies Act 2006 requires a company to prepare and maintain certain statutory registers, including:

  • a register of directors and secretary and a separate register of directors’ residential addresses.
  • a register of members.
  • a register of charges (if created prior to 6 April 2013).
  • unless exempt, a register of people with significant control (a PSC Register).

These registers, often called the company’s statutory books, must be kept either at the company’s registered office or at another specified address.

Most of these registers can be inspected by the public on payment of a fee. The register of directors’ residential addresses is not available for public inspection.

The registers can be held in electronic form.

When do I use this document?

  • where one or more shareholders wish to remove a director
  • where the Articles of Association do not include a simpler removal process
  • as special notice pursuant to the Companies Act 2006 to remove a director

Key features

  • special notice required to remove a director from office
  • including an ordinary resolution to remove a director, for use by either a single shareholder or multiple shareholders
  • alternative forms covering:
    • removal of director only
    • removal of director and appointment of replacement director

What else do I need to know?

Under section 168 of the Companies Act 2006, shareholders can remove a director by passing an ordinary resolution at a general meeting. This decision cannot be made by written resolution. The shareholder proposing the removal must give formal notice to the company. The Articles of Association cannot override this statutory process or change the notice periods required for the process.

Once the company receives special notice, the board must call a shareholder meeting. This meeting must take place at least 28 days after the notice is received. The director facing removal has the right to submit written representations, which the company must circulate to shareholders before the meeting.

The special notice may also propose appointing a new director to replace the one being removed.

In some companies, weighted voting rights can protect shareholder-directors being removed from office by granting them extra votes on removal resolutions. This is common in joint ventures, multi-shareholder businesses, or investor agreements where director rights need protection.

Being removed as a director does not affect employment rights, but it may lead to legal claims, such as wrongful dismissal. If the removed director is also a shareholder, they may claim unfair prejudice under the Companies Act 2006 – particularly in quasi-partnerships, where they expected to be involved in management. If the claim succeeds, the court may order other shareholders to buy their shares at fair value.

Explanatory Guides

As with all of our document templates, your purchase will include access to clear explanatory guidance on the document and its use.

Updated by a lawyer on 04/11/2025

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