Essential Company Secretary
Jump to table of contents

General/continual responsibilities [continued]

Keep a Register of People of Significant Control

All limited companies, including co-operative companies, must keep a Register of Persons of Significant Control. A person of significant control (PSC) is an individual who meets one or more of the following five conditions:

  • Owns more than 25 per cent of the shares in the company
  • Holds more than 25 per cent of the voting rights in the company
  • Has the right to appoint or remove a majority of the board of directors
  • Has the right to exercise or actually exercises significant influence or control
  • Has the right to exercise or actually exercises significant influence or control over a trust or firm (which the trust or firm would be a PSC, if it were an individual)

Examples of where an individual may have significant influence or significant control are:

  • Being significantly involved in the management and direction of the company (e.g. a person who regularly consults on and influences board decisions)
  • Having recommendations always, or almost always, followed by those who hold the majority of the voting rights in the company.

The register of ‘persons with significant control’ is not limited to individuals and relevant legal entities (RLEs) may also need to be included. An organisation will be a RLE if:

  • It is a legal entity (a body corporate)
  • It would meet the definition of a PSC if it were an individual
  • It is subject to its own disclosure requirements. This includes possessing its own PSC Register or being subject to equivalent disclosure requirements (e.g. it has shares admitted to trading on a regulated market within the European Economic Area)

Companies must investigate whether they have PSCs. If there are PSCs, the PSC register should include the following details for each PSC:

  • Name
  • Service address (if applicable)
  • Residential address
  • Nationality
  • Date of birth
  • A statement about the nature of their control.

If your company has no PSCs then you must note this in the PSC register.

You must not leave the register blank.

If there is a change of PSC or the details of a PSC change then companies will need to update their register of persons with significant control within 14 days of the change and file the relevant form PSC01 to PSC09.

Keep a Register of Charges and Copies of Charges

The register must be kept in a bound or unbound book, or electronically, provided it can be printed at the registered office (or alternative inspection place). It must contain an up to date:

  • Date of the charge
  • Description of instrument (if any) creating or evidencing the charge, names of the parties, details of the property secured by the charge and amount of the charge

Notice of a charge or mortgage being created must be given to Companies House, with a fee. When the charge is paid off the entry should be crossed through.

In addition to the register, the company must also keep a copy of every charge.

Keep at the registered office or alternative inspection place a Minute Book

The Minute Book should be difficult to tamper with and should contain an authenticated copy of:

  • The minutes of all general meetings.
  • Written resolutions by the members and governing body meetings.
  • Minutes are authenticated if they are signed by the person chairing that meeting or the next meeting.
  • Resolutions are confirmed if they are signed by a director or the secretary. It is also good practice to keep minutes of any sub-committee meetings.

Minutes of general meetings, records of written resolutions and minutes of directors’ meetings must be kept for at least 10 years. It is good practice to keep them throughout the life of the company and beyond. Minutes of general meetings and records of written resolutions must be open to members free of charge. Minutes of directors’ meetings need not be open to anyone other than the directors or auditors.

Any member is entitled to a copy of all or part of the minutes of any general meeting (within 14 days of asking for it). The company may charge a fee. There is no statutory obligation to provide anyone, other than directors or auditors, with a copy of the minutes of directors’ meetings. In addition, a register of holders of debentures, a register of sealings, records of directors’ service contracts and directors’ indemnities may also be kept (as appropriate).

Ensure the company complies with its governing document

The governing document must be continually reviewed to ensure it is up to date.

Give proper notice of general meetings to all members and to the auditor

Auditors (where appointed) are entitled to attend general meetings. Unless required under the governing document, private companies are not required to hold an annual general meeting (AGM) or indeed any other general meetings. However, it is good practice to hold them to give members the opportunity to meaningfully participate in discussions that affect the company.

Keep the company seal (if applicable)

If a company does not have a seal, company documents are executed by the signatures of two directors or by the secretary and a director. Provided it is not prohibited by the governing document, they can be also be signed by a single director in the presence of a witness, who must also sign.