ACCA F4 - Corp and Business Law (ENG)

204 13: Company formation  Part D The formation and constitution of business organisations

4.5 Register of charges

The register of charges must contain:

 Details of fixed or floating charges affecting the company property or undertaking

 Brief descriptions of property charged

 The amount of the charge

 The name of the person entitled to the charge

A company must also keep copies of every instrument creating a charge. Any person may inspect the

instruments and the charges register; members and creditors may inspect free of charge.

4.6 Register of directors

The register of directors must contain the following details for all directors who are natural persons.

 Present and former forenames and surnames

 A service address (may be the company's registered address rather than their home address)

 Residency and nationality

 Business occupation (if any)

 Date of birth

The register does not include shadow directors and it must be open to inspection by a member (free of

charge), or by any other person (for a fee).

Note the company must keep a separate register of directors' residential addresses but this is not

available to members or the general public.

4.6.1 Corporate directors

Where a legal person (such as a company) is a director, the register of directors must contain:

 The corporate or firm name

 Its registered or principal office

4.7 Records of directors' service contracts

The company should keep copies or written memoranda of all service contracts for its directors,

including contracts for services which are not performed in the capacity of director. Members are entitled

to view these copies for free, or request a copy on payment of a set fee.

A director’s service contract, means a contract under which:

(a) A director of the company undertakes personally to perform services (as director or otherwise) for

a company, or for a subsidiary of the company, or

(b) Services (as director or otherwise) that a director of the company undertakes personally to perform

are made available by a third party to the company, or to a subsidiary of the company.

4.8 Register of debentureholders

Companies with debentures issued nearly always keep a register of debentureholders but there is no

statutory compulsion to do so.

4.9 Accounting records

Companies must keep sufficient accounting records to explain the company's transactions and its

financial position, in other words so a profit and loss account and balance sheet can be prepared.

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