It is a statutory requirement that every UK Company maintains a company register. This can either be a “loose leaf” register or a bound register. The register must be kept at the company’s registered office or if kept an alternative address, this must be notified to the Registrar of Companies and is known as the Single Alternative Inspection Location (SAIL).
The company register contains a list of both past and present directors and their Interests; secretaries; shareholders; mortgages & charges and debentures. It also normally contains the company’s minute book which records minutes of board meetings and resolutions, although these records can be kept separately.
We provide a company register as part of our UK company formation service.
We can also provide both “loose leaf” and combined company registers separately.
Historically all companies were required to have a company seal for the execution of deeds and other documents, known as “the common seal”. Under Section 45(1) of the Companies Act 2006, companies can dispense with the requirement for a seal. Section 44(2) of the Companies Act 2006 provides that a document or deed is duly executed by a company if signed on behalf of the company by either;
Two “authorised signatories” (Section 44(2)(a); or
One director, in the presence of a witness who attests the director’s signature (Section44(2)(b)
For the purposes of Section 44(2), every director of the company is an “authorised signatory”, as is the secretary, or joint secretary, of a public company, or a private company with a secretary. It is not compulsory for a private company to have a company secretary (Section 270 of the Companies Act 2006). The only proviso for either method of execution is that the document must be expressed, in some form of words, to be executed by the company.
Our standard Memorandum & Articles dispenses with a company seal, however if a client so instructs we can amend them to provide for the requirement to have a seal. If a company adopts a seal it must have its full title engraved in legible characters, failure to do so constitutes an offence under Section 45 of the Companies Act 2006.