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In this issue: Company records, registers and filing Share purchase agreement Equity capital markets Daily and weekly news alerts New and updated content Dates for your diary Trackers Useful information Company records, registers and filing Companies House announces timeline for changes to company registers Companies House has set out that, from 18 November 2025, companies will not be required to maintain statutory registers for directors, directors’ residential addresses, secretaries and people with significant control, as envisaged by section 51 of the Economic Crime and Corporate Transparency Act 2023. The same particulars must still be filed with Companies House, consistent with current obligations. In addition, when recording director appointments at Companies House, businesses will no longer need to state directors’ business occupations. The ability to keep officer details on the central register will likewise be withdrawn. However, companies must continue to keep a register of members at their registered office or at a single alternative inspection...
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...
Trust and company service providers (TCSPs) TCSPs face a heightened likelihood of exploitation for money laundering or terrorist financing. This arises because trusts and companies can be used to: conceal the beneficial ownership and control of wealth and assets set up and administer multiple legal entities at comparatively low cost construct complex, opaque arrangements operate across several jurisdictions avoid tax or duties Although trusts and companies are central to legitimate investment and commercial activity, criminals may deploy them to give unlawful transactions a veneer of legitimacy. If your firm delivers any TCSP service, you fall within the scope of the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 (MLR 2017), SI 2017/692, as amended, and must comply fully with them, including obligations specific to TCSPs. This Practice Note reflects: National risk assessment of money laundering and terrorist financing 2025 SRA Sectoral Risk Assessment—Anti-money laundering and terrorist financing,...
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...