How to maintain a minute book in United Kingdom
UK Companies Act 2006 prescribes a detailed statutory-registers regime under Part 21 (registers of members, directors, secretaries, charges, etc.) plus the People with Significant Control register under Part 21A. The UK inspection regime under s. 116 is among the broadest globally: ANY person (not just members) may inspect the register of members on payment of a small fee. The PSC register is filed with Companies House and publicly available.
| Statutory records | Statutory registers and records |
|---|---|
| Inspection right | Broad inspection rights including by any person under s. 116 |
| Retention period | Generally 6 years (s. 388 for accounting records); varies by record type |
| CA 2006 Part 21 | Statutory registers (members, directors, secretaries, etc.) |
| CA 2006 Part 21A | People with Significant Control (PSC) register |
| CA 2006 s. 113 | Register of members |
| CA 2006 s. 116 | Inspection of register of members (any person may inspect) |
| CA 2006 s. 1135 | Form of company records (digital permitted) |
| CA 2006 s. 388 | Retention of accounting records (6 years for public, 3 years for private) |
- CA 2006 Part 21 statutory registers: members, directors, secretaries, charges, debenture holders
- CA 2006 s. 116: ANY person may inspect the register of members on payment of a fee (among the broadest globally)
- CA 2006 Part 21A PSC register (since April 2016): publicly filed with Companies House
- CA 2006 s. 1135 permits records in any form including digital
- Accounting records retention: 3 years for private, 6 years for public (s. 388)
Statutory registers under Part 21
CA 2006 Part 21 prescribes a comprehensive set of statutory registers every UK company must maintain: register of members (s. 113), register of directors (s. 162), register of secretaries (s. 275), register of charges (s. 859P, post-2013 reforms), register of debenture holders, and others. The registers must be available at the registered office or a single alternative inspection location notified to Companies House. The registers are the controlling records for membership, directorship, and corporate-action authorization.
Register of members and inspection under ss. 113 to 116
The register of members under s. 113 lists every member's name, address, date of registration, share count and class. The inspection right under s. 116 is broad: ANY person (not just members) may inspect the register on payment of a fee (currently £3 for company use and similar amounts for inspection). The right is wider than US states' shareholder-only regimes and broader even than Canadian provincial regimes. The right is subject to the right of the company to apply to court if the inspection request appears improper (s. 117).
PSC register under Part 21A since April 2016
CA 2006 Part 21A, effective April 6, 2016, requires every UK company to maintain a register of People with Significant Control: typically beneficial owners of 25%+ shares or voting rights, plus persons with control through arrangements. The PSC register is internal but is also filed with Companies House and made publicly available (a key difference from Canadian regimes where similar registers are partially internal). PSC information is updated as part of the annual confirmation statement (s. 853A) and on any change.
Form of records under s. 1135
CA 2006 s. 1135 permits records to be kept in any form including digital, provided records can be produced in hard-copy form within a reasonable time. UK private companies typically use digital recordkeeping systems.
Retention periods under s. 388 and others
CA 2006 s. 388 requires accounting records to be retained for 3 years for private companies and 6 years for public companies. Other records have other retention rules: minutes for 10 years under s. 358; records of resolutions for 10 years under s. 355. The retention obligations are more granular than US or Canadian regimes.
Procedure
The minute book maintenance routine as it applies in United Kingdom, in seven steps:
Establish statutory registers at the registered office or notified inspection location
At incorporation, establish the statutory registers under Part 21: register of members (s. 113), register of directors (s. 162), register of secretaries (s. 275), register of charges, and the PSC register (Part 21A). Records may be at the registered office or a single alternative inspection location notified to Companies House on form AD02.Maintain the register of members under s. 113
The register of members lists every member with name, address, share count, and date of registration. Updates on every allotment (s. 555 return required within 1 month), transfer, redemption, and address change.Maintain the PSC register under Part 21A
PSC register lists People with Significant Control (25%+ shares or voting rights, or persons with arrangements-based control). Update within statutory windows. File PSC information with Companies House as part of the annual confirmation statement and on any change.Record corporate actions and file with Companies House where required
Board and shareholder actions recorded on the date they occur. Many corporate actions trigger Companies House filings: allotments (SH01 within 1 month), articles amendments (within 15 days), director appointments and resignations (within 14 days), confirmation statement (annually within 14 days).Respond to s. 116 inspection demands: broad regime
ANY person may request inspection of the register of members on payment of the prescribed fee. The company may apply to court under s. 117 if the request appears improper (e.g., to harass members), but the default is grant inspection.File the annual confirmation statement under s. 853A
Annual confirmation statement filed with Companies House within 14 days of the anniversary date. Includes PSC information, registered office, directors, secretaries, share capital, members.Retain records under s. 388 and other retention provisions
Accounting records: 3 years private, 6 years public. Minutes: 10 years. Resolutions: 10 years. Other records: per applicable rules. Retention obligations are more granular than US or Canadian regimes.
Common mistakes
Common UK-specific failure points in maintaining corporate records:
- Refusing s. 116 inspection on US-style grounds (UK regime is much broader; the default is grant)
- Not maintaining or filing the PSC register under Part 21A (since April 2016)
- Missing the 14-day annual confirmation statement deadline under s. 853A
- Not retaining accounting records (3 years private, 6 years public) under s. 388
Octelligence keeps the minute book, the share register, the certificates, and the cap table in one record. Every resolution, meeting, issuance, and transfer is dated, indexed, and linked to its supporting documents. The CA 2006 inspection right, the retention period, and the beneficial-ownership register requirement are jurisdiction-aware. Diligence can reproduce the corporate record at any past date.
See Digital Corporate RecordsCommon questions in United Kingdom
Octelligence keeps the minute book, the share register, and the cap table reconciled together with full CA 2006 awareness of inspection rights and retention periods.