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?

  • if a shareholder has lost its original share certificate or it has been destroyed
  • if applicable, alongside a transfer of the shares covered by the lost or destroyed original certificate

What are the key features?

  • different forms of indemnity, depending on whether the shareholder is also transferring shares
  • alternative forms of indemnity, depending on whether the shareholder is an individual or a company

What else do I need to know?

What is a share certificate?

A share certificate is a document evidencing ownership of shares in a company. By law, shareholders are entitled to receive this certificate when they acquire shares, either through allotment or transfer.

What happens if a share certificate is lost or destroyed?

If a shareholder loses or destroys their certificate, they can ask the company for a replacement. To safeguard itself, the company will usually require a lost share certificate indemnity. This is a legal undertaking under which the shareholder agrees to cover any losses the company might face by issuing the replacement.

What risks does the indemnity protect against?

The indemnity protects the company from risks such as:

  1. Duplicate Claims: If the original certificate reappears, someone else might claim ownership, causing disputes or financial loss.
  2. Fraudulent Claims: A person could falsely claim to have lost the certificate and misuse the replacement, for example, by attempting to sell the shares unlawfully.
  3. Administrative Errors: Mistakes in issuing a replacement or registering a transfer without the original certificate could lead to legal administrative errors.
  4. Legal Liability: If a replacement certificate or transfer is improperly handled, the company might be held responsible for resulting losses.

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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