All UK companies must keep a number of statutory registers. A register of directors is therefore required for most types of business, including a standard company limited by shares, company limited by guarantee and public limited company. As a sole trader, general partnership, limited partnership and limited liability partnership do not have directors, they do not have to maintain a register of directors.
The register of directors will be kept alongside other statutory registers, like the register of members.
While they can be maintained in paper form within a loose-leaf binder or bound book, an electronic version is equally acceptable, and typically easier to maintain.
Every company must have at least one director who is an individual ‘natural person’. For each individual director, the following information must be recorded in the register of directors:
- The individual’s full name
- Any former names (you need to include all names used for business purposes in the last 20 years)
- A service address (which can be stated as “The company’s registered
- Date of birth
- The country or state (including country of the UK) in which they are usually resident
- Business occupation (which can be “None”)
While a director’s residential address must also be retained in the statutory registers, that’s in the separate Register of Directors’ Residential Addresses.
If you do appoint a corporate director, they must also be recorded in the directors register with the following details:
- Full corporate or firm name
- Their registered office address or principal office address (effectively as a service address)
- The public register on which the company is registered
For a non-EEA company (one to which to which the First Company Law Directive doesn’t apply), you must also record:
- The law under which the corporate body is governed
- The legal form of the corporate body
For all directors, individual and corporate, you also need to note in the register of directors:
- The date that they became a director of the company
- The date they ceased to be a director of the company (for previous directors, who no longer hold that office with the company)
It’s not generally advisable to include other information, like email addresses or telephone numbers, within the register of director. Shareholders have the right to inspect the directors’ register, and others can make a request to view it, and directors will expect any information like this which doesn’t have to be publicised to remain private.
Usually, the register of directors is kept at the company’s registered office address and that’s where Companies House will assume the register is available for inspection. Instead, it’s possible to hold the register of directors at a Single Alternative Inspection Location (SAIL), the address of which must be notified to Companies House.
Who should maintain the company’s register of directors?
The company’s directors have ultimate responsibility for ensuring the directors’ register is correct and up to date.
If the directors delegate the task of maintaining the register of directors to a company secretary, they must ensure they issue appropriate instructions whenever an update needs to be made. Often, this instruction is issued as part of a board meeting and documented in the minutes of the meeting.
Similarly, many companies will ask their accountant to play a role in updating the register of directors. But the directors will still need to remember to tell the accountant when an update is required, and they remain ultimately responsible.
When should the register of directors be updated?
The first entries in the company’s register of directors should be made once the company has been successfully formed.
Thereafter, the register will need to be updated when:
- A new director is appointed
- A current director changes their name
- A current director’s service address changes
- Other relevant details for a current director change (e.g. the country in which they are usually resident)
- A director’s appointment is terminated
New director appointments, changes to directors’ details and termination of director appointments must be notified to Companies House within 14 days. There’s no requirement, however, to send the register of directors itself to the registrar, either at the time the company is incorporated or when updates are made to it.
It’s important that the register of directors is correct and kept up to date. This is required by the Companies Act 2006, and a failure to do so means the company and its officers may be fined. Furthermore, shareholders and others can request to inspect the register, so if it’s out of date or inaccurate it may raise more general questions about how well the directors are managing the company.
What other information related to directors must a company keep?
In addition to the information in the register of directors, the company is required to maintain other records in respect of its directors:
- Directors’ residential addresses (kept in the Register of Directors’ Residential Addresses)
- Directors’ service contracts
- Directors’ indemnities (security against liability claims or legal costs)
- Records of board meetings held by the directors, including board resolutions passed
If directors are also shareholders in the company, their details will also be included in the Register of Members. Similarly, they may also be Persons of Significant Control for the company, in which case their details will form part of the Register of People with Significant Control.