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Register of debenture holders meaning

What does Register of debenture holders mean?
A register of debenture holders is the company’s record of who holds its debentures (for example loan notes or bonds), typically showing names and addresses, amounts or serial numbers, dates of issue, transfers and redemptions. The term is not defined in legislation; it is a descriptive expression used in practice for registered (as opposed to bearer) debt. There is no general statutory duty under the Companies Act 2006 (UK) or the Companies Act 2014 (Ireland) to keep such a register; however, issuers commonly maintain one, and a trust deed, registrar agreement, listing rules or settlement system (such as CREST/Euroclear) may require it, often with a registrar or note trustee keeping it on the issuer’s behalf. Allotments of debentures do not need to be notified to Companies House or the Irish CRO. By contrast, if a debenture creates a registrable charge, that charge must be filed within 21 days of creation (Companies Act 2006, Part 25; Companies Act 2014 (Ireland)). Public charge registration is separate from any debenture holder register. The former UK requirement for companies to keep an internal register of charges has been abolished. Usage is broadly consistent across England and Wales, Scotland, Northern Ireland and Ireland: a debenture register is...
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View the related Practice Notes about Register of debenture holders

PRACTICE NOTES
UK Companies Act 2006 company records: members’ resolutions and directors’ minutes; retention, evidential status, SAIL location, inspection rights and copying fees

Company records The Companies Act 2006 (CA 2006) imposes specific duties on companies to keep particular records. Company records cover any: register index accounting records agreement memorandum minutes other documents required by the CA 2006 (or its predecessors) register of debenture holders A company may hold its registers in paper or electronic form, so long as statutory conditions are satisfied; for instance, if stored electronically they must be capable of being reproduced as a hard copy and safeguards should exist to protect against falsification. This Practice Note focuses on keeping records of shareholders’ and directors’ meetings. For information about a company’s registers, see Practice Notes: Company records—a company’s statutory registers and Company records—a company’s non‑statutory registers. Members' resolutions and meetings Records of resolutions, meetings and decisions of the sole member All companies are required to keep: copies of all members’ resolutions passed other than at general meetings minutes...

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PRACTICE NOTES
Non-statutory company registers under the Companies Act 2006: applications, allotments, transfers, debenture holders, SAIL, inspection/copying and ECCTA 2023 context

The Companies Act 2006 (CA 2006) requires companies to keep the following statutory registers: the register of members the register of directors the register of people with significant control (the PSC register) the register of directors’ residential addresses the register of secretaries For further detail on these statutory records, see Practice Note: Company records—a company’s statutory registers. The Economic Crime and Corporate Transparency Act 2023 (ECCTA 2023), which secured Royal Assent on 26 October 2023, will significantly alter the record-keeping framework set by CA 2006. When fully commenced, ECCTA 2023 updates existing legislation so that a company will no longer be required to maintain its own (local) register of directors, register of directors’ residential addresses, register of secretaries, or PSC register. The register of members, however, falls outside this reform and will instead continue to be held locally by the company (see Practice Note: Corporate transparency reform—changes to company registers). For more information, see Practice Notes: Implementation of...

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PRACTICE NOTES
United Kingdom company registers from 18 November 2025: local members’ register required; directors/secretaries/PSC registers abolished; Companies House notifications and verification; inspection, index and rectification

The Companies Act 2006 (CA 2006) requires companies to keep its own register of members Sections 44, 51 and Schedule 2 of the Economic Crime and Transparency Act 2023 (ECCTA 2023) amend CA 2006 by removing the duty on a company to maintain its own register of directors, a register of directors’ residential addresses, a register of secretaries, and a register of persons with significant control (PSC). In their place, companies must notify the Registrar with the equivalent particulars, so the details filed and held at Companies House become the single, verified source of record. These reforms came into force on 18 November 2025, subject to limited exceptions and transitional arrangements. See also Practice Notes: Implementation of the Economic Crime and Corporate Transparency Act 2023 and The Economic Crime and Corporate Transparency Act 2023—tracker. A company may additionally choose to keep other, non-statutory registers, such as: a register of applications and allotments a register of transfers a register of debenture holders ...

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