Definition
The Register of Directors and Secretaries is a statutory register that UK companies must maintain in compliance with the Companies Act 2006. This register includes detailed information about the company’s directors and secretary, providing transparency and facilitating corporate governance.
Requirements:
- Full Names: The register must include the full names of the directors and the company secretary.
- Addresses: Each entry must contain an address (a service address can be used instead of a residential address as per the Companies Act 2006).
- Nationality: The nationality of each director.
- Other Directorships: Details of other directorships held by the directors.
- Occupation: The current occupation of each director.
- Public Company Specific: For public companies, the dates of birth of the directors must also be listed.
- Corporate Directors/Secretaries: If a position is held by another company, the name and registered office of that company must be included.
Inspection:
- Members: The register must be available for inspection by members of the company free of charge.
- Public: The register may be inspected by the public for a small fee.
Examples
Example 1: Private Limited Company
A private limited company in the UK is required to keep a detailed register of its directors and secretary at its registered office. When John Smith is appointed as a director, his full name, service address, nationality (British), occupation (Accountant), and other directorships must be recorded in the register.
Example 2: Public Limited Company
A public limited company must maintain an even more detailed register. When Jane Doe is appointed as a director, in addition to the standard details, her date of birth must also be included in the register. This register must be accessible to the public, and they may inspect it for a nominal fee.
Frequently Asked Questions
1. Why is the Register of Directors and Secretaries important?
The register is a legal requirement under the Companies Act 2006. It ensures transparency and accountability within the company and provides essential information for governance and regulatory purposes.
2. Can a director’s residential address be hidden from public view?
Yes, directors can use a service address in the public version of the register to protect their residential address from being widely accessible.
3. Where should the register be kept?
The register must be kept at the company’s registered office or a designated inspection location that has been notified to Companies House.
4. Who can inspect the register?
The register can be inspected by the company’s members for free and by the public for a small fee.
5. Are there any penalties for not maintaining the register?
Yes, failure to maintain the register or allow inspection can result in fines and penalties for the company and its officers.
Related Terms
Companies Act 2006
This Act is the primary source of company law in the UK, providing the legal framework under which companies operate.
Director
An individual appointed to oversee the management and operations of a company. Directors have fiduciary duties toward the company.
Company Secretary
An officer responsible for ensuring that a company complies with statutory and regulatory requirements, and ensuring that board decisions are implemented.
Registered Office
The official address of a company, where legal documents can be served, and statutory registers are kept.
Online References
- Companies House: Keeping company records - GOV.UK
- Companies Act 2006 - Legislation.gov.uk
- Director and Secretary Details - Inform Direct
Suggested Books for Further Studies
-
“Company Law” by Alan Dignam and John Lowry
- A comprehensive guide to understanding UK company law, including statutory requirements for maintaining registers.
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“Company Law: Theory, Structure, and Operation” by Brian R. Cheffins
- An in-depth exploration of the structure and operations of companies, with a focus on the role of directors and secretaries in governance.
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“Farrar’s Company Law” by John Farrar and Brenda Hannigan
- Detailed coverage of company law principles, including obligations relating to statutory registers.
Accounting Basics: Register of Directors and Secretaries Fundamentals Quiz
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