Statutory registers audit in England & Wales

A statutory registers audit in England & Wales checks whether the register of members, the register of directors, the register of secretaries where one exists, and the register of charges match what Companies House actually shows on the public record. The exercise matters here because a company may keep some of these registers itself or elect to have Companies House hold them centrally, and the two routes carry different consequences once a gap appears. For a company that sits inside a larger group structure, the audit also has to confirm that the persons with significant control register still reflects who actually controls it. This page sets out what drives that work locally, what happens once a mismatch is found, and where the advisory boundary sits.

A group finance director inherits a UK subsidiary through an acquisition and finds that the register of directors was never updated after two board changes three years earlier. The paper register kept at the registered office disagrees with what Companies House shows publicly. Nobody in the group can say which version is correct, and the next confirmation statement is due in six weeks.

What follows sets out what actually differs in England & Wales, what the audit has to establish before a confirmation statement is filed, and where the work stops when the gap concerns an office holder rather than a document.

What changes in England & Wales

A private company in England & Wales must keep a register of members, a register of directors, and, if a secretary is appointed, a register of secretaries, together with a register of charges recording fixed and floating security. A company that elects into the central register option under the Companies Act 2006 stops keeping some of these registers locally and relies instead on the version filed at Companies House, which changes where the audit has to look for the authoritative record. 01

There is no statutory requirement for a private company to appoint a secretary at all. Where none is appointed, the register of secretaries simply does not need to exist, and the filing duties a secretary would otherwise carry sit with the directors instead. That single fact is often the first thing an audit has to settle, because a group inherited from an older acquisition may still be maintaining a register for an office that no longer exists in its current form.

The constitutional documents matter as much as the registers themselves. Articles of association can restrict who may be entered as a member, and a register that is technically accurate can still be inconsistent with what the articles permit. The generic version of this work, covering the requirement across every jurisdiction in this practice, is set out on the statutory registers audit practice page. The same exercise in a civil-law setting looks different again: the Estonia version of this audit tests a digital commercial register rather than a set of internal books, and the contrast is worth reading before assuming the England & Wales approach transfers across a cross-border structure; see the statutory registers audit in Estonia.

The local requirement or test that drives the work

Companies House requires a confirmation statement at least once every twelve months, and the statement is only accurate if the persons with significant control register held by the company matches what is already on file. Finding the gap between the two is the point of the audit, and it has to happen before the statement is due, not after it has been submitted. 02

Once a confirmation statement is filed showing a person with significant control who no longer holds that status, the entry becomes visible on the register the same day it is accepted, and correcting it afterwards does not remove the fact that it was once shown that way. A later correction sits alongside the original entry on the company's public filing history, not in place of it.

Before deciding whether a confirmation statement can be filed as drafted, a board typically has to settle four things in sequence:

• Whether the register of directors matches the last board resolution actually passed, not the one assumed to have been passed
• Whether every person shown on the PSC register still meets the control test, or has dropped below it since the last statement
• Whether any charge was created or released since the last filing and, if so, whether it was registered within the period allowed
• Whether the registered office address on file is the address at which the statutory registers can actually be inspected

The filing, register or forum consequence

Foreign ownership does not by itself create an additional statutory register for a company in England & Wales. Where the group holds UK land through the company, however, the register of overseas entities regime attaches at the level of the overseas entity in the ownership chain, not at the level of the England & Wales company, and the audit has to confirm exactly where in that chain the obligation sits. 03

A confirmation statement rejected by Companies House for inconsistency with the PSC register cannot simply be withdrawn as though the first attempt had not happened. The rejected filing remains part of the record Companies House holds on the company, and that record is visible to any counterparty searching the filing history during a later transaction. Where the trigger for the audit is a completed acquisition rather than a routine annual review, the same work usually sits alongside post-closing integration in England & Wales, because the two exercises draw on the same registers.

The regulatory exposure runs in a specific direction. It attaches first to the company's filing history, second to the directors who signed the confirmation statement, and only third to the wider group, which is why the audit is scoped around what the board can actually verify rather than around the group's ownership as a whole. A side-by-side comparison of how the same disclosure question plays out in a different disclosure regime is set out in the England & Wales and BVI disclosure comparison.

What this service does not include in England & Wales

Arranging for another person to act as a director or company secretary is an activity that requires registration under the UK's anti-money-laundering supervision regime once it is carried out by way of business, and Halvorsen & Reith does not hold that registration in any jurisdiction. 04

The same registration requirement extends to sourcing or introducing a nominee shareholder, which is why the audit stops at identifying who currently holds each office and whether that person's appointment terms match what the register shows, rather than at filling a vacancy the audit happens to uncover. 05

The boundary exists because of licensing, not because of caution. A firm without the registration cannot lawfully arrange the appointment, whatever the client's preference, and pretending otherwise would put the client's own filing at risk rather than protect it.

• The engagement does not include acting as, supplying, sourcing or arranging a director, secretary, nominee shareholder or trustee
• It does not include any activity for which a trust or corporate service provider licence is required
• It does produce a mapped list of what each register must contain and where it currently falls short
• It does produce a marked-up set of registers ready for the board to adopt by resolution

The sequence an audit actually follows, register by register, from the registered office check through to the confirmation statement, is set out in a separate walkthrough: running a statutory registers audit, step by step.

A subsidiary carrying an undetected gap between its registers and its confirmation statement is not a paperwork problem waiting to be tidied up. It is a filing history that a buyer's lawyers will read literally during the next disposal, and a board that cannot explain the gap at that point has fewer options than one that closed it eighteen months earlier.

Groups usually reach for this work at one of three moments: after an acquisition, before a disposal, or when a director resigns and nobody is sure who was actually authorised to accept the resignation. Each of those triggers changes what the audit has to prioritise, but none of them changes the boundary set out above.

A finance director who has never seen the statutory registers cannot certify, in good faith, that a confirmation statement is accurate. That is the practical reason the audit precedes the filing rather than following it.

The bridge between what the audit finds and what the board then does is where most groups underestimate the timeline. A gap identified two weeks before a confirmation statement is due leaves almost no room to correct the underlying register before the filing has to be made, and filing on top of an unresolved gap simply repeats the exposure on the public record.

Reviewing the appointment terms held for each current office holder against what the register of directors actually says is worth doing on its own, separately from any confirmation statement deadline. Write to info@hreithlaw.com with the jurisdiction and the structure, and the review can start from the registers as they currently stand rather than as they are assumed to stand.

Check what your jurisdiction requires

Frequently asked questions

What happens if a statutory registers audit in England & Wales is never carried out?

The registers and the Companies House filing history drift apart silently, and the gap usually surfaces at the worst possible moment, during due diligence on a sale or a financing. By then the correction has to be made on the record rather than quietly beforehand.

How often should the audit be repeated?

Once a year, timed to sit ahead of the confirmation statement rather than after it, is the minimum. A group that has just completed an acquisition or a disposal should treat that event as an additional trigger regardless of where it falls in the annual cycle.

Does the position change for a foreign-owned company?

The statutory registers themselves do not change, but a foreign-owned company holding UK land may also fall within the register of overseas entities regime at the level of the entity further up the ownership chain, and the audit has to confirm which entity in that chain actually carries the obligation.

What does the audit require in practice, register by register?

It requires comparing the register of members, the register of directors, the register of charges and, where relevant, the PSC register against what Companies House shows publicly, then identifying every point where the two versions disagree and why.

Who inside the company is actually responsible for this?

The directors are responsible for the registers, whether or not a secretary is appointed. Treating this as an administrative task delegated without oversight is the most common misconception, since the liability for an inaccurate confirmation statement sits with the directors who sign it, not with whoever typed it.

Petra Lindqvist
Partner
Corporate secretarial compliance and statutory register integrity across common-law and civil-law jurisdictions.
Petra advises boards of foreign-owned subsidiaries on register accuracy, confirmation statement risk and the point at which a governance gap becomes a filing problem. Her work sits at the intersection of company law and the practical sequence a board has to follow before a filing deadline.