Section 164 of the Companies Act 1997 lists what every company must keep, and where.
Section 164(1) — the records
| Record | Period | |
|---|---|---|
| (a) | The constitution | Current |
| (b) | Minutes of all meetings and resolutions of shareholders | Last 7 years |
| (c) | An interests register | Current |
| (d) | Minutes of all meetings and resolutions of directors and directors’ committees | Last 7 years |
| (e) | Certificates given by directors under this Act | Last 7 years |
| (f) | The full names, addresses and postal addresses of the current directors and secretary | Current |
| (g) | Copies of all written communications to all shareholders or all holders of a class, including annual reports under s 209 | Last 7 years |
| (h) | Copies of all financial statements and group financial statements | Last 7 completed accounting periods |
| (i) | The share register | Current, with 10 years of history under s 67(2) |
| (j) | The accounting records required by s 188 | Current period and last 7 completed accounting periods |
Under section 164(2), the Registrar may approve lesser periods by notice in writing to the company, for the records in paragraphs (b), (d), (e), (g) and (h).
Paragraph (c) requires an interests register, and six separate provisions require entries in it:
- s 118(1) — a director’s interest in a transaction, with its nature and monetary value or nature and extent;
- s 123(2), (3) — the name of a person to whom company information is disclosed, and particulars of authorised use;
- s 126(1)(b) — particulars of a director’s share dealing;
- s 139(2) — remuneration, benefits, loans and guarantees to directors; and
- s 140(7) — any indemnity or insurance for a director or employee.
Sections 164(3) and (4) — records kept elsewhere
The records in paragraphs (a) to (h) may be kept at such other place as the board thinks proper, notice of which is submitted to the Registrar.
Where records are not kept at the registered office, or the place is changed, the company shall ensure that within one month of their first being kept elsewhere or moved, notice in the prescribed form is submitted to the Registrar for registration of the places where the records are kept.
Paragraphs (i) and (j) — the share register and the accounting records — are outside the subsection (3) permission. They have their own regimes: section 68 requires the principal share register to be kept in the country, and section 189 governs the place accounting records are kept. Section 164(1) is expressly subject to both.
Failure to comply with subsection (1) or (4) is an offence by the company (penalty under section 413(2)) and every director (section 414(2)).
Section 165 — the form, and preventing falsification
(a) in written form; or
(b) in a form or manner that allows the documents and information to be easily accessible and convertible into written form.
The board shall ensure that adequate measures exist to (a) prevent the records being falsified, and (b) detect any falsification of them. Where the board fails to comply, every director commits an offence, penalty as in section 414(2).
Prevention and detection. For electronic records that means access controls, audit trails, version history and backups — measures that both stop alteration and reveal it if it happens. Paragraph (b) is the reason a system with no audit log is inadequate however well protected it is.
The counterpart offence is section 422, falsification of records. And where accounting records are inadequate, section 348A imposes personal liability on directors.
Section 166 — a director’s right of inspection
Subject to subsection (2), every director is entitled, on giving reasonable notice, to inspect the records of the company — (a) in written form; (b) without charge; and (c) at a reasonable time specified by the director.
On application by the company, where the Court is satisfied that (a) it would not be in the company’s interests for a director to inspect the records, or (b) the proposed inspection is for a purpose that is not properly connected with the director’s duties, the Court may direct that the records need not be made available or limit the inspection in any manner it thinks fit.
A director’s right of inspection is not subject to board approval. The board cannot resolve to withhold records from a director it dislikes; it must apply to the Court and satisfy one of the two grounds in subsection (2).
That reflects the fact that a director cannot discharge the duties in section 115 or rely properly on information under section 116 without access to the records. It also supports the derivative action, which a director as well as a shareholder may bring with leave.
The typical case for a subsection (2) application is a nominee director suspected of gathering information for a competitor — where paragraph (b) applies because the purpose is not properly connected with the director’s duties. Note the related restriction in section 123 on disclosing or using company information.
Shareholders and the public have separate and narrower rights of inspection under sections 216, 216A and 217, and a shareholder may demand information under section 219.
Sources
- Companies Act 1997 — ss 67, 68, 115, 116, 118, 123, 126, 139, 140, 143, 164–166, 188, 189, 209, 216, 216A, 217, 219, 348A, 413, 414, 422
Before relying on anything here, read the current text of the Companies Act 1997 and check for later amendments. If a decision matters to you, get advice — start with the Office of the Public Solicitor, or find a firm in the law firms directory.