Companies Act 2006

Company records

1134 Meaning of “company records”

In this Part “company records” means—

(a) any register, index, accounting records, agreement, memorandum, minutes or other document required by the Companies Acts to be kept by a company, and

(b) any register kept by a company of its debenture holders.

1135 Form of company records

(1) Company records—

(a) may be kept in hard copy or electronic form, and

(b) may be arranged in such manner as the directors of the company think fit,

provided the information in question is adequately recorded for future reference.

(2) Where the records are kept in electronic form, they must be capable of being reproduced in hard copy form.

(3) If a company fails to comply with this section, an offence is committed by every officer of the company who is in default.

(4) A person guilty of an offence under this section is liable on summary conviction to a fine not exceeding level 3 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 3 on the standard scale.

(5) Any provision of an instrument made by a company before 12th February 1979 that requires a register of holders of the company’s debentures to be kept in hard copy form is to be read as requiring it to be kept in hard copy or electronic form.

1136 Regulations about where certain company records to be kept available for inspection

(1) The Secretary of State may make provision by regulations specifying places other than a company’s registered office at which company records required to be kept available for inspection under a relevant provision may be so kept in compliance with that provision.

(2) The “relevant provisions” are—

• section 114 (register of members);

• section 162 (register of directors);

• section 228 (directors' service contracts);

• section 237 (directors' indemnities);

• section 275 (register of secretaries);

• section 358 (records of resolutions etc);

• section 702 (contracts relating to purchase of own shares);

• section 720 (documents relating to redemption or purchase of own shares out of capital by private company);

• section 743 (register of debenture holders);

• section 805 (report to members of outcome of investigation by public company into interests in its shares);

• section 809 (register of interests in shares disclosed to public company);

• section 877 (instruments creating charges and register of charges: England and Wales);

• section 892 (instruments creating charges and register of charges: Scotland).

(3) The regulations may specify a place by reference to the company’s principal place of business, the part of the United Kingdom in which the company is registered, the place at which the company keeps any other records available for inspection or in any other way.

(4) The regulations may provide that a company does not comply with a relevant provision by keeping company records available for inspection at a place specified in the regulations unless conditions specified in the regulations are met.

(5) The regulations—

(a) need not specify a place in relation to each relevant provision;

(b) may specify more than one place in relation to a relevant provision.

(6) A requirement under a relevant provision to keep company records available for inspection is not complied with by keeping them available for inspection at a place specified in the regulations unless all the company’s records subject to the requirement are kept there.

(7) Regulations under this section are subject to negative resolution procedure.

1137 Regulations about inspection of records and provision of copies

(1) The Secretary of State may make provision by regulations as to the obligations of a company that is required by any provision of the Companies Acts—

(a) to keep available for inspection any company records, or

(b) to provide copies of any company records.

(2) A company that fails to comply with the regulations is treated as having refused inspection or, as the case may be, having failed to provide a copy.

(3) The regulations may—

(a) make provision as to the time, duration and manner of inspection, including the circumstances in which and extent to which the copying of information is permitted in the course of inspection, and

(b) define what may be required of the company as regards the nature, extent and manner of extracting or presenting any information for the purposes of inspection or the provision of copies.

(4) Where there is power to charge a fee, the regulations may make provision as to the amount of the fee and the basis of its calculation.

(5) Nothing in any provision of this Act or in the regulations shall be read as preventing a company—

(a) from affording more extensive facilities than are required by the regulations, or

(b) where a fee may be charged, from charging a lesser fee than that prescribed or none at all.

(6) Regulations under this section are subject to negative resolution procedure.

1138 Duty to take precautions against falsification

(1) Where company records are kept otherwise than in bound books, adequate precautions must be taken—

(a) to guard against falsification, and

(b) to facilitate the discovery of falsification.

(2) If a company fails to comply with this section, an offence is committed by every officer of the company who is in default.

(3) A person guilty of an offence under this section is liable on summary conviction to a fine not exceeding level 3 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 3 on the standard scale.

(4) This section does not apply to the documents required to be kept under—

(a) section 228 (copy of director’s service contract or memorandum of its terms); or

(b) section 237 (qualifying indemnity provision).