Non-statutory registers

As well as the various registers that companies have to keep by law, there are other registers of information that companies may find it useful to keep for their own records.

Register of share applications and allotments

This records who applies for shares in the company, and whether they are allotted. Keeping this register helps to keep the registers of shareholders and PSCs up to date, as well as keeping track of which shares in the company are fully paid up.

If a company chooses to keep this register, there is no automatic right of inspection. A company can grant this right in its articles, either specifically or as part of a general inspection right, e.g. the statutory model articles enable shareholders to inspect the company’s “other registers”, which would include this register.

Register of share transfers

Again, this register helps to keep the registers of shareholders and PSCs up to date, and it is useful for the company to be able to track the ownership of particular shares, e.g. for preparing the confirmation statement. As with the register of share applications and allotments, inspection may be granted by the articles.

Register of debenture holders

A debenture is like an IOU - it is an acknowledgement of indebtedness. The term is used to refer to a package of different forms of security taken over various assets to secure a large term loan or facility agreement. Companies keep a register of debenture holders to keep track of what payments need to be made to which holders and when. If the debt is secured, the charge needs to be registered at Companies House (see our Registration of Charges at Companies House summary).

Although a company does not have to keep this register, if it chooses to do so, statutory inspection rights apply. In common with the register of shareholders, a person wishing to inspect it must apply to the company with their details and their reasons for wanting to inspect the register. The company may apply to court for permission to refuse access if it believes that the request is not being made for a “proper purpose”. Shareholders and debenture holders may inspect the register without charge, others can be charged a fee. Copies may be provided for a fee. The fees are the same as for the register of shareholders - see our Inspection and Copying of Company Records Summary.

The information on the register needs to be kept for ten years after the debenture was logged as being paid off.