Glossary term
Statutory Registers
Subject: Legal, Tax and Reporting, Corporate Secretarial and Company Law
Also known as: Register of members, Register of directors, Company registers
Statutory registers are the records a company must keep by law, such as who its shareholders and directors are and what charges secure its debts, and must make available for inspection.
Explanation
The usual set includes a register of members (shareholders and their holdings), a register of directors and secretaries, a register of charges over company assets, and, in some countries, a register of people with significant control. Some jurisdictions add registers of directors' interests, loans to directors and share transfers. Each entry carries dates and details, and the company, usually through its secretary, must update the registers within a short time after any change. Shareholders and sometimes the public can inspect them, and a register can be the legal proof of who owns shares. Errors cause real problems, from disputed voting rights to failed share sales. Auditors, lenders and regulators rely on the registers when checking ownership and control, and they feed beneficial ownership disclosures to company registries.
Example
A buyer is purchasing a private manufacturing firm. During due diligence it compares the register of members with the share certificates and finds that a transfer made last year was never entered. The seller corrects the register and the board approves the entry before the sale can close.
Not to be confused with
- Central company registry
- A national registry is a public body holding filings from many companies. Statutory registers are kept by each company itself.