Statutory Registers & Statutory Books: What Every SPV Must Keep

Every UK limited company, including a property SPV, has a legal duty to keep certain company records up to date and available for inspection. This article explains what statutory registers and statutory books actually are, which ones an SPV still needs to maintain following the recent changes to company law, what belongs in each one, and how to stay compliant so that a routine Companies House check or a due diligence request never catches your SPV out.

What Are Statutory Registers, and Are They the Same as Statutory Books?

In practice, yes. Statutory registers are the formal records that the Companies Act 2006 requires a company to hold, setting out core details about its ownership, management and structure. "Statutory books" is not itself a term defined in the Act, but it is the everyday name used for the same collection of records, and the two phrases are generally used interchangeably.

Where a distinction is drawn, company statutory books is treated as the wider umbrella covering the registers themselves plus the accompanying minute books, resolutions and certain historic records relating to charges, while statutory registers refers more narrowly to the individual register documents. For an SPV owner, the practical point is the same either way: these are the records a company must be able to produce on request, and the law sets out exactly what must be in them, where they must be kept, and who is entitled to see them.

Which Statutory Registers Must a Limited Company Keep in 2026?

Since 26 January 2026, the only statutory register a company with share capital must keep itself is the register of members, alongside its minute books, resolutions and any register of charges created before 6 April 2013. The registers of directors, directors' residential addresses, secretaries and PSCs stopped being a legal requirement on 18 November 2025.

Statutory Registers at a Glance

The list of statutory registers has changed significantly over the past two years as part of the wider reform of company law and Companies House under the Economic Crime and Corporate Transparency Act 2023. Until recently, a typical SPV needed to maintain a register of members, a register of directors, a register of directors' residential addresses, a register of secretaries (if one had been appointed) and a PSC register. From 18 November 2025, the requirement to keep local registers of directors, directors' residential addresses, secretaries and PSCs was removed for all UK companies. That information is now filed with, and held centrally by, Companies House instead, as set out in the Companies House guidance on changes to company registers. Companies must notify any change, such as a new director being appointed or a PSC's details changing, within fourteen days.

The register of members did not disappear in the same way. It remains a mandatory statutory register that every company with a share capital must keep itself. Until January 2026, private companies had the option to ask Companies House to hold their register of members centrally rather than maintaining it internally, but that option has now been withdrawn. From 26 January 2026, every company must hold its own register of members locally, whether at its registered office or at a notified alternative inspection address.

Beyond these, a small number of other registers and records remain relevant depending on the SPV's history. Companies that created charges (such as a mortgage over a property) before 6 April 2013 must still retain their register of charges for those older charges, since the requirement to keep a company-level register of charges was removed for anything created from that date onward. Minute books recording board and shareholder decisions, along with copies of resolutions, also remain a statutory requirement quite separate from the register reforms described above.

What Goes in Each Statutory Register?

Each register records a prescribed set of details. The register of members carries the most day-to-day importance for an SPV, while the older registers are now optional and the register of charges only matters for pre-2013 lending.

Register of Members

The register of members is the centrepiece of an SPV's statutory records. It records who owns the company's shares and, unlike a share certificate, it is the legal record of ownership. For each member, the register must show:

• Full forename and surname, or for a corporate member, its registered name
• A service address
• The number and class of shares held
• The amount paid or agreed to be paid on those shares
• The date they became a member and, where relevant, the date they ceased to be a member

Under section 121 of the Companies Act 2006, entries relating to a former member do not have to be removed from the register until ten years have passed since that person ceased to be a member. The recent reforms have reinforced the requirement to retain historical member information and preserve previous entries, including previous names and addresses, rather than simply overwriting them when a member's details change. This is a meaningful shift for SPVs that have been through several rounds of share transfers or refinancing, since a share transfer that was once a simple update to the current register now needs to preserve the earlier entry alongside it.

Register of Directors, Residential Addresses, Secretaries and PSC Register

Where an SPV still chooses to maintain a register of directors, register of directors' residential addresses, register of secretaries or PSC register voluntarily, these follow broadly the same content as before. The register of directors records each director's name, service address, nationality, occupation and date of birth. The residential addresses register, which is never open to public inspection, holds each director's home address separately.

Historically, the PSC register identified anyone who held more than 25% of shares or voting rights, had the right to appoint or remove a majority of directors, or otherwise exercised significant influence or control over the company. In an SPV context, this often meant looking through to the individual or holding company behind a corporate shareholder. Although companies no longer maintain a local PSC register, the same categories of information must still be kept accurate and current at Companies House, since that is now the authoritative source, and none of these four registers are any longer a legal requirement to keep internally.

Register of Charges

A register of charges, kept for any charge created before 6 April 2013, records the details of mortgages and other charges secured against the company's assets, including the date created, the amount secured, and the property or assets charged. For an SPV that predates that cut-off and still holds an older secured loan, this register remains a live statutory record even though newer charges are registered directly at Companies House instead.

Minute Books and Resolutions

Minute books complete the picture. Board minutes record the decisions taken by directors, such as approving a share allotment, declaring a dividend or entering into a lease, while a separate set of minutes covers general meetings of the members. Alongside these, companies keep a record of written resolutions and other resolutions that affect the company's constitution or structure. These are not "registers" in the strict technical sense, but they are statutory records in their own right, and they are usually kept alongside the registers in the same statutory books folder or software.

Where and How Should an SPV Keep Its Statutory Registers?

Statutory registers must be kept at the company's registered office or at a single alternative inspection location, commonly called a SAIL address, which has been notified to Companies House (s.114 CA 2006). If your SPV uses a registered office or business address service rather than trading from physical premises, the registers can still be held there, or your accountant or company secretarial provider may hold them on your behalf at a notified SAIL address instead.

The format is flexible. Registers can be kept in hard copy, in a bound book, or electronically, provided a hard copy can be produced on request if needed. Where a physical register is used, it should be safeguarded against tampering, for example by using a bound book with serially numbered pages rather than loose-leaf sheets that could be swapped out. Where registers are kept electronically, whether in a spreadsheet, a company secretarial system or a PDF, similar care should be taken to protect against unauthorised changes, such as password protection or saving finalised entries in a locked format.

Many SPV owners now keep their statutory books digitally through their accountant or company secretarial provider, which also makes it far easier to produce an up-to-date extract quickly when a lender, buyer or new investor asks to see one during due diligence.

Who Can Inspect Your Statutory Registers?

Any member can inspect the register of members free of charge, and any other person can inspect it on payment of a small fee (s.116 CA 2006). A request for inspection, or for a copy of the register, must normally be met within five working days, or the company can apply to the court if it believes the request has not been made for a proper purpose.

Since the register of directors, directors' residential addresses, secretaries and PSC register are no longer compulsory statutory registers, this inspection right now applies in practice to the equivalent information held centrally at Companies House, which is publicly searchable, rather than to an internal company document, except where a company chooses to keep its own copies as a courtesy record.

Minute books are treated differently. Board minutes are generally private to the company and its directors, and there is no statutory right for members or the public to inspect them. In contrast, minutes of general meetings are typically available to members in the same way as the register of members.

How Long Must You Keep Statutory Registers?

Statutory registers and records should be retained for the life of the company, and beyond dissolution for a further period, since historic ownership and governance records can still matter for legal, tax or dispute purposes long after a company has been wound up.

The recent reforms have introduced a more specific rule for the register of members, requiring companies to retain a member's historical details, including any previous names and addresses, for ten years after that person ceases to be a member, rather than simply deleting the old entry. In practice, many advisers recommend retaining minute books and resolutions permanently as part of the company's historic record.

Where an SPV previously relied on the option to keep its register of members centrally at Companies House, or where it stopped maintaining a register of directors, secretaries or PSCs after the November 2025 changes, the older, already-compiled registers should still be retained rather than discarded, since they remain part of the company's historic statutory record even though they are no longer being actively updated.

What Happens If an SPV Does Not Keep Its Statutory Registers?

Failing to maintain the register of members, or failing to make it available for inspection when properly requested, is a criminal offence under the Companies Act 2006, committed by the company and, separately, by every officer in default. Section 113 of the Act sets the maximum fine on summary conviction at level 3 on the standard scale, currently £1,000, with a further daily default fine of up to one-tenth of that amount, currently £100, for as long as the failure continues. Refusing a valid inspection request, or failing to respond within the five working day window, carries the same level of fine.

In practice, criminal prosecution is no longer the main enforcement route. Since 2 May 2024, Companies House has held a separate power under section 1132A of the Act to impose civil financial penalties of up to £10,000 as an alternative to prosecution, issued as a fixed penalty, a daily rate penalty, or a combination of the two, following a formal warning notice and an opportunity to respond. This civil penalty regime covers most offences under the Act, including failures relating to the register of members, and Companies House has indicated it expects to rely on it more often than criminal proceedings in the future.

For an SPV, this means the realistic financial exposure for poor record keeping is materially higher than the older criminal fine figures alone would suggest. Beyond the direct financial penalty, a director who has allowed the company's records to fall out of date may also be found to have breached their general duties under the Act, particularly where poor record keeping comes to light during a sale, refinancing or dispute and undermines confidence in the company's other filings.

The more common risk for SPV owners is not a formal prosecution but the practical cost of disorganised records: a lender, buyer or new co-investor who asks to see the statutory books during due diligence and finds gaps, missing share transfer records, or a register of members that does not reconcile with the confirmation statement, will treat that as a red flag that slows down or complicates the transaction.

How Do You Keep an SPV's Statutory Registers Up to Date?

Treat every event affecting shares, directors or company structure as triggering two immediate actions rather than one: updating the internal register of members (where applicable) and making the corresponding filing at Companies House, ideally on the same day. In practice:

1. Record the decision in a board minute or written resolution
2. Update the register of members on the day of any share allotment or transfer, keeping the earlier entry rather than overwriting it
3. File director, secretary and PSC changes at Companies House within fourteen days
4. Review the statutory books against each annual confirmation statement
5. Keep historic registers, minutes and resolutions for the required retention periods

Since directors, secretaries and PSC changes are now file-and-forget with Companies House rather than tracked in an internal register, the fourteen-day filing deadline effectively becomes the compliance clock that matters most, and missing it, even briefly, leaves the public record out of step with reality.

The annual confirmation statement is a natural checkpoint to confirm that share allotments, transfers, changes of registered office, and any historic charges are all correctly reflected. For SPVs with more than one shareholder, or those that have been through refinancing, restructuring, or a change in beneficial ownership, this review is particularly important, since these are the events most likely to leave a gap between what is recorded internally and what has actually happened.

Is There a Free Statutory Registers Template for an SPV?

A well-organised statutory register template should cover the register of members in full, including fields for each member's full name, service address, class and number of shares, amount paid, and the date they became or ceased to be a member, together with space to retain historical entries rather than overwrite them. It is also sensible to keep a simple template for board minutes and written resolutions alongside it, even though these are not formally a "register", so that the whole statutory book sits in one place.

Property SPV provides clients with a ready-made statutory registers template as part of its Full Company Secretary Service, along with support keeping it up to date alongside Companies House filings. If you would like a copy tailored to your SPV's structure, our team can set this up for you.

What Do the Changes Mean for Your SPV's Statutory Books?

The rules around statutory registers have changed more in the past year than in the previous decade, and it is easy for an SPV owner to be working from an outdated picture of what is actually required. The register of members is now the one register every company with share capital must hold itself, and it must be kept to a higher standard than before, with historical entries preserved rather than replaced.

The registers of directors, directors' residential addresses, secretaries and PSCs are no longer a legal requirement to maintain internally. However, the underlying information still needs to be accurate and promptly filed at Companies House. Many SPV owners choose to keep their own copies regardless, both for convenience and to present a complete record during due diligence. Getting the basics right, keeping the register of members current, filing changes on time, and retaining historic records for the periods required remains one of the simplest ways to keep an SPV compliant and ready for scrutiny.

Frequently Asked Questions About Statutory Registers