Company Secretarial Records UK

Description of Business Function

The function of managing the constitution and establishment of the organisation, Board and Board Committee meetings, and shareholder / investor administration.

Basis of Retention and Disposition

Based on largely on the requirements within the Companies Act 2006 (or equivalent legislation) and providing evidence of continuous legal operation – often for the life of the company / organisation. Where there is no specific legal requirement within company law, the retention period might be determined by facilitative business use, taxation purposes or general legal accountability.

At the end of the life of the company, then transfer to any acquiring organisation or potentially consider transfer to a relevant historic archive if appropriate.

Please also see the End of a Company page on the wiki with regards insolvency.

Retention Rules Per Record Type

Record Type Retention Period Rationale
Company Secretarial – Statutory Registers Life of Company Based upon meeting the requirements of the Companies Act 2006 (see various citations below) and providing evidence of legal operation

Register of members, Companies Act 2006, ss 113-121

Register of directors, Companies Act 2006, ss 162-166

Register of directors residential addresses, Companies Act 2006, s. 165

Register of charges and charge instruments, Companies Act 2006, ss 875-877

Register of secretaries, Companies Act 2006, ss 275-279

Register of share interests, Companies Act 2006, s 808, Companies Act 1985 ss. 198-221 & 324-9

Register of debentures, Companies Act 2006, ss 741, 743 & 748 (note exceeds 10 year limitation period in s. 748)

Company Secretarial – DTR Notifications Publication of annual accounts + 1 year Requirement to make accounts disclosures (Notifications of directors or PDMRs of dealings in listed securities under DTR 3 and notifications of major shareholdings under DTR 5) under the Disclosure and Transparency Rules
Company Secretarial – Constitutional Documents (Certificates, Memorandum and Artciles) Life of Company Based upon meeting the requirements of the Companies Act 2006 (see various citations below) and providing evidence of legal operation

Companies Act 2006, s 32 Or as implied by s 15 for Certificate of incorporation, s 761 for certificate to commence business, s 80 for certificate of company name change

Company Secretarial – Copies of Companies House Resolutions For the time being in force Based upon meeting the requirements of the Companies Act 2006 s.32
Company Secretarial – Directors’ Contracts Cessation + 7 years (10 years in Jersey) Based upon Limitation/Tax; current contracts of over 12 months’ duration must be made available for inspection under Companies Act 2006, s 228
Company Secretarial – Statutory Returns 3 years Based upon Business need – As there is no statutory requirement, this is based upon business need to verify and re-use information
Company Secretarial – Share Issue and Registration Documentation 6 years (10 years in Jersey) from end of financial year, or if later, until shares are fully paid Accounting records under Companies Act and Limitation of legal action as simple contract under Limitation Act, 1980, c 58 s 5 and Companies Act 2006, s. 388
Company Secretarial – Share Issue and Registration Documentation 20 years where actioned before 6 April 2008 OR 10 years where actioned on or after 6 April 2008 AND Any Powers of Attorney must be kept for at least 12 years Based upon the Companies Act long-stop limitation in respect of a company’s liabilities for errors and omissions in the administration of its share register – Companies Act 1985 s 352(7), Companies Act 2006 s 128, for action arising on or after 6 April 2008
Company Secretarial – Cancelled share / stock certificates 1 year from the date of registration of transfer Based upon best practice
Company Secretarial – Letters of indemnity for lost certificates Life of Company Evidence
Company Secretarial – Purchase of own shares Date of purchase + 10 years Based upon Companies Act 2006 s 702 (This exceeds the 6 years to keep Form SH03 to provide evidence of payment of stamp duty)
Company Secretarial – Trust deed securing issue of debentures or loan stock Stock has been fully redeemed + 12 years Based upon Limitation of legal action – Treating as speciality contract executed as a deed under Limitation Act, 1980, c 58 s 8
Company Secretarial – Dividends and Interest Payments End of financial year in which paid or validity ends + 7 years (10 years in Jersey) As Accounting records under Companies Act and Limitation of legal action as simple contract under Limitation Act, 1980, c 58 s 5
Company Secretarial – Meetings of Directors (agendas, Miniues, Attendance, Resolutions, Sealed documents) Life of Company Recommended best practice for evidential purposes of Life of company exceeds Companies act 2006 requirement of 10 years (s 248, also ss 177, 182-7 for Director’s declarations)

Note that meetings held before 1st October 2007 must still be held for the life of the company under the Companies Act 1985, s. 382

Company Secretarial – Notification of Shareholder Meetings Life of Company Evidential Value – As there is no statutory requirement, this is based on alignment to keeping of actual meeting records
Company Secretarial – Certificate of posting of notices 2 years Based upon evidential value in case of challenge
Company Secretarial – Shareholder Meetings (Minutes, Resolutions) Life of Company Recommended best practice of Life of company for evidential value exceeds Companies act 2006 s. 355 requirement of 10 years

Note that meetings held before 1st October 2007 must still be held for the life of the company under the Companies Act 1985, s. 382

Company Secretarial – Proxy Forms, Polling Cards 1 month after meeting if no poll demanded

1 year after meeting if poll demanded However, if used at meeting convened by court, at direction of court or one year after court supervision

Based upon Evidential Value – As there is no statutory requirement, this is based on best practice
Company Secretarial – Results of Poll Date made available on the website + 2 years Companies Act 2006 ss 341 and 353

Citations

Companies Act 2006 for England, Wales, Scotland and Northern Ireland http://www.legislation.gov.uk/ukpga/2006/46/contents

Companies Act 1985 for England, Wales, Scotland and Northern Ireland http://www.legislation.gov.uk/ukpga/1985/6/contents

Companies Act 2006 for Isle of Man http://www.legislation.gov.im/cms/images/phocadownload/Acts_of_Tynwald/Primary_2006/Companies%20Act%202006.pdf

Companies (Guernsey) Law 2008 http://www.gfsc.gg/The-Commission/Policy%20and%20Legislation/Companies-(Guernsey)-Law-2008-(Consolidated-text).pdf

Companies (Jersey) Law 1991 http://www.jerseylaw.je/law/display.aspx?url=lawsinforce%2fconsolidated%2f13%2f13.125_CompaniesLaw1991_RevisedEdition_1January2013.htm

United Kingdom Listing Authority disclosure rules http://fshandbook.info/FS/html/handbook/DTR

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