Statutory books for sole shareholder company

Easy way to keep statutory books.

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I am looking for a simple explanation about keeping statutory books and a way to keep them using a simple spreadsheet, considering that I am running a micro-company. For example let's consider the register of members. As per Companies Act 2006:

(1) Every company must keep a register of its members.

(2)There must be entered in the register—
(a)the names and addresses of the members,
(b)the date on which each person was registered as a member, and
(c)the date at which any person ceased to be a member.

It is clear that the old members stay in the records. But what happens when a member changes his/her address? Should I keep also the previous one in the records? It is not clear to me I should keep only the latest (most recent) information or one the full historical changes. This would becomes quite confusing in Excel.

Similarly for the other registers thre may be minor information that needs to be updated (addresses, nationality). Can someone shed some light on this?

Thanks.

Replies (17)

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By David Ex
21st Jul 2023 22:51
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By D V Fields
21st Jul 2023 23:17

Where in the extract that you have shown does it say you have to keep historical addresses?

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Replying to D V Fields:
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By hps
22nd Jul 2023 07:18

Thank you for your reply. It doesn't indeed. It just says "keep the register". I've seen secretarial software keeping track of all the changes and I am trying to understand the best practices here.

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Replying to hps:
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By Hugo Fair
22nd Jul 2023 20:07

Like all such open-ended questions ("trying to understand best practice"), the danger is that you may not have started your questioning sufficiently early in the process (in this case with regard to company formations).

As a result, you appear to be looking for the 'bare minimum of effort' type of answers ... which may suffice if you are only concerned with a single micro entity (and have no intention of growing it), but will leave you unaware when you enter uncharted waters.

It's a while since I used formation agents but they used to include a boxed set of all the forms you required (not just the register but memorandums and board meeting minutes / etc) - along with the company seal (showing my age)!
More importantly they also supplied the Articles of Association + pre-filled first entries + a guide on what everything was for (and how to change things) ... and all for the price of a few London coffees!

Why you would try to replicate any of this in Excel (when that is bound to end up as an incomplete and unfriendly 'solution') is beyond my ken.
[There are technical answers to your question about retaining history data in Excel, but it's a bit like designing the braking system of a car with reference to the anchors used in sailing ships ... feasible but not obviously sensible.]

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By Leywood
22nd Jul 2023 08:58

Seriously?!!

If you think it will be ‘’quite confusing in Excel’’, don’t keep it in excel. Or learn better excel skills.

Or ask your Accountant.

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By adam.arca
22nd Jul 2023 08:59

Keeping stat books for a sole member company should be simplicity itself because there will be minimal changes.

Have never used software so can’t say about that but the bound registers you can buy (or which some formation agents provide) imply that the information to be kept is on a “from Day One” basis.

No idea what the law actually says as I’ve never bothered to look but I would suggest that complete tracking is usual practice at least.

As for change of address, usual practice in a written record is to cross out the old one and write the new next to it. I’m sure something along those lines could be replicated in Excel.

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Replying to adam.arca:
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By hps
22nd Jul 2023 09:37

Thank you, this is the answer I was looking for!
So crossing out the old one and keep the new one is the accepted practice.
I'll keep a complete tracking then.

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By zebaa
22nd Jul 2023 09:20

Often, as Adam says, the company formation agent will supply a binder with the required documents. However if you go down the DIY route then either you provide them or do without. If supplied these are kept in a drawer or shelf and accessed on the rare occasions needed. Given your question is about a sole shareholder company it should not be difficult to keep track of this one person. In my opinion keeping the record in Excel is an unneeded complication, but that’s your call. On the other hand if your question is hinting at company secretarial practice for a wider range and size of companies, then you will need to focus your enquiry differently.

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Replying to zebaa:
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By hps
22nd Jul 2023 09:39

Thank you. What would be the easy alternative to Excel?
My idea is that Excel is not meant for historical tracking, thar would call for a proper database but it's way too much for my situation.

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Replying to hps:
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By I'msorryIhaven'taclue
22nd Jul 2023 10:53

Well paper or pdf are the obvious alternatives. We’ve used Rapid Formations for new company formation, who supply in pdf format an initial set of minutes (which need a signature) as well as a set of registers (director / shareholders / PSCs / charges etc) and initial shareholder certificates. The latter item can be in different form, depending upon whether you have one or more director(s) - outside the scope of this post, but a single director company would need the signature of a witness on any share certificates issued.

The point being, you’re likely to need signatures on some of your documents. So paper and ink, or pdf and e-signature, would be my alternative choice. I’m not sure why you want to track address changes in Excel or some alternative database; unless of course you move house a lot. Are you a traveller?

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Replying to I'msorryIhaven'taclue:
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By hps
22nd Jul 2023 15:27

No I am not a traveller :-) I just want to be accurate since day one.
I'd go for preparing in Excel, e-signature and convert to PDF then. Maybe also print them for extra care.
Do the registers need to be signed or just produced upon request? The Companies Act doesn't say about signature or e-signature either.

Thanks.

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Replying to hps:
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By I'msorryIhaven'taclue
22nd Jul 2023 19:31

SFAIK the registers themselves don't require a signature. Although you should have resolutions to cover such changes - usually ordinary resolutions. Google "written resolutions" to see who should sign (it varies from single director companies to companies with two or more directors).

Similarly, google share certificates as their signatory requirements follow a similar pattern. Wherever I get dragged in on such matters - which tends to be where there are non-related directors or shareholders - then I opt for paper copies and ink signatures. We use e-signatures for so much else - tax returns and statutory accounts included - that I imagine that would suffice for say pdf copies of written resolutions and share certificates (although I may be corrected by other forum members).

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RLI
By lionofludesch
22nd Jul 2023 19:39

Back of an envelope will be grand.

Nobody will ever ask to see it.

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Replying to lionofludesch:
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By Tax Dragon
22nd Jul 2023 19:51

Addresses normally go on the front.

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Replying to Tax Dragon:
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By lionofludesch
22nd Jul 2023 20:05

Good point.

Address on the front, holdings on the back.

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Replying to lionofludesch:
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By I'msorryIhaven'taclue
23rd Jul 2023 09:37

OP, here's the full list that Rapid Formations issues with its company formation service. I've included the sub-heading of the Directors' Register, as that was your original question.

Register of Applications and Allotments
Register of Members and Share Register
Register of Share Transfers
Register of Mortgages and Charges
Register of Debentures
Register of Sealings or Executions
Register of Directors
Name:
Director’s address:
Service Address:
Nationality:
Date of Birth:
Business Occupation:
APPOINTMENT:
Appointment Date:
Minuted:
Filed with Registry:
TERMINATED:
Termination Date:
Minuted:
Filed with Registry:
Register of Directors' Residential Addresses
Register of PSCs
Register of PSCs' Residential Addresses

Share Certificates

Copies of ordinary / special resolutions

MInute Book

I recommend W H Smith for a large envelope.

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By tom123
24th Jul 2023 11:01

None of this will be a problem - until you try and sell the company - at which point you will need everything..

So, maybe a little bit of thought sooner rather than later...

Even with H & W you might want to think about (but not mention..) the possibility of divorce etc.

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