ACCA F4 - Corp and Business Law (ENG)

Part D The formation and constitution of business organisations  13: Company formation 203

Once a company has been in existence for some time the file is likely to include the following.

 Certificate of incorporation

 Public company trading certificate

 Each year's annual accounts and return

 Copies of special and some ordinary resolutions

 A copy of the altered articles of association if relevant

 Notices of various events such as a change of directors or secretary

 If a company issues a prospectus, a signed copy with all annexed documents

4.3 Statutory books

A company must keep registers of certain aspects of its constitution, including the registers of members,

charges and directors.

Various people are entitled to have access to registers and copies of records that the company must keep.

To enable the documents to be found easily the company must keep them at its registered office or a

single alternative inspection location (SAIL) which is registered with Companies House. All documents

may be kept at either location or combination of the two. Companies are not permitted to have more than

one single alternative inspection location.

Register/copies of records

Register of members

Register of charges

Register of directors (and secretaries)

Records of directors' service contracts and indemnities

Records of resolutions and meetings of the company

Register of debentureholders

Register of disclosed interests in shares (public company ONLY)

4.4 Register of members

Every company must keep a register of members. It must contain:

(a) The name and address of each member

(b) The shareholder class (if more than one) to which they belong unless this is indicated in the

particulars of their shareholding

(c) If the company has a share capital, the number of shares held by each member. In addition:

(i) If the shares have distinguishing numbers, the member's shares must be identified in the

register by those numbers

(ii) If the company has more than one class of share the member's shares must be distinguished

by their class, such as preference, ordinary, or non-voting shares

(d) The date on which each member became and eventually the date on which they ceased to be a

member

Any member of the company can inspect the register of members of a company without charge. A

member of the public must pay but has the right of inspection.

A company with more than 50 members must keep a separate index of those members, unless the

register itself functions as an index.

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