Statutory registers — NATURALCOLLECTION LTD

What a register is

A register is a book of entries, kept in the order the entries were made, on documentary evidence. It is the company’s own primary record; the filing at Companies House is a notification of it, and where the two read differently the paper behind the entry settles the point.

Character: A sequence of entries, each carrying the date of the event recorded and the date the entry was made.
Form: A separate book for each register, with the fields the Companies Act names for that register.
Authority for an entry: An instrument or a written notice; an entry follows the paper, never a report of it.
Who enters: The secretariat, at the registered office, in the order the papers arrive.
Relation to the public record: The register is the record; the filing answers it, and the two are read together.

Where the books are kept

All five registers are kept at the registered office, Tandem Industrial Estate, Wakefield Road, Tandem, Huddersfield. The instruments the entries stand on are kept with them, filed in the order of the entries they support, so any entry can be read against the paper that produced it.

Place: The registered office in Huddersfield. Where a register is kept elsewhere, the place is notified to Companies House before it moves.
Filed alongside: Consents to act, stock transfer forms, notices of change, copies of charge instruments, and the filed notifications answering each entry.
Kept apart: The register of usual residential addresses, which is closed to public inspection and read by the secretariat.
Order: Chronological within each book; a superseded particular is struck through and left legible rather than erased.

The register of members

This is the book that answers who owns the company. Title passes on registration, not on the instrument, so the date in this book is the date the law works from. A member who has ceased to hold shares stays in it: the entry is closed with a date of cessation, and the holding stays readable behind that date.

Particulars entered: Name and address of the member; the number and class of shares held; the date of registration.
On a transfer: The transferee is entered against the date of registration; the transferor’s entry is closed with the same date.
Evidence required: The executed stock transfer form, with the certificate surrendered or an indemnity given in its place.
On a cessation: The date of cessation is entered; the entry itself is kept, so the sequence of holdings stays legible.
Certificate: Issued on registration and evidencing the entry; the entry is the title and the certificate follows it.

The register of directors

The book records who is answerable for the company, and from when. An appointment is entered against the effective date the instrument states, which is not always the date the paper reached the office; both dates are shown, and the distance between them is itself part of the record.

Particulars entered: Name; service address; country of residence; nationality; occupation; month and year of birth.
Evidence for an appointment: The signed consent to act, read with the instrument appointing.
Evidence for a resignation: The signed notice, carrying the date the resignation takes effect.
Held separately: The usual residential address, entered in its own closed register and absent from this book.
Corporate director: Entered by registered name and registered number, with a registered office in place of a service address.

The register of secretaries

A private company may appoint a secretary, and the book is kept whether or not an appointment subsists. A cessation is an entry like any other; a register standing empty still records that fact, with the date on which the last appointment ended.

Particulars entered: Name and service address, with the date of appointment.
Corporate secretary: Entered by registered name and registered number.
On a cessation: The date of cessation is entered; the closed entry is kept in the book.

The register of persons with significant control

Where the other books record facts, this one records a conclusion: which specified condition a person meets, and at what level. It works in bands rather than percentages, so a holding is entered by the band it falls in and a movement inside a band leaves the entry where it stands. The scale is set out on the first folio, beside the sheet that computes it.

Particulars entered: Name and service address of the person; which specified condition is met; the band the control falls in; the date the person became registrable.
A registrable legal entity: Entered by registered name and registered number, with the register in which it is itself entered.
Occasion for a fresh entry: A change of condition, or a movement of the holding across a band boundary.
Cross-reference: To the register of members for a share condition, and to the register of directors where the condition rests on influence over the board.
Where particulars are unconfirmed: The register records the steps taken to obtain them, and the entry is completed when the particulars are confirmed.

The register of charges

A charge is an interest in the company’s property held by someone outside it, and this book is where those interests are listed. Copies of the instruments are kept with the register, because the short description in the entry is a finding aid and the instrument is the thing that decides what has been charged.

Particulars entered: A short description of the charge; the date of creation; the person entitled to it.
Kept with the entry: A copy of the instrument creating the charge, and the certificate of registration answering it.
On satisfaction or release: The entry is annotated rather than removed, and the memorandum of satisfaction is filed against it.
Property of another company: A charge over an undertaking’s property is entered in that undertaking’s own register, not in this one.

The path an instrument takes

Every entry in every book above is made the same way, and the sequence matters more than the speed of it. The figure sets the sequence out; the same four stages apply whether the paper is a consent to act or a memorandum of satisfaction.

The fourth stage closes the file. Where the filed copy and the entry read differently, the file is reopened at the second stage and the instrument is read again.

Inspection of a register

A request to inspect is the commonest letter the secretariat receives, and it is answered faster when it says what it wants. The table sets out what each book will be read for, and what a request needs to carry before it can be acted on.

What a request should state, by register
Register	What the request should name	How it is answered
Members	The register, and the purpose the information will be put to	In writing, the Act requiring the purpose to be stated before access
Directors	The register, and whether a copy is wanted	In writing, from the book as it stands at the date of the request
Secretaries	The register, and the period of interest	In writing, closed entries included where the period covers them
Persons with significant control	The register, and the purpose the information will be put to	In writing, the entry stated in the band it is recorded in
Charges	The register, and the charge or period of interest	In writing, with the instruments available at the office

Recorded on receipt: The name of the person requesting, the register asked for, and the purpose stated.
Where the record of the request is kept: With the register it concerns, so the book carries its own history of being read.
The closed register: The register of usual residential addresses is read by the secretariat, and its particulars are disclosed only as the Act provides.
Address for a request: secretariat@naturalcollection.online, or the registered office by post.

Rectification of an entry

An inaccurate particular is corrected by a further entry, never by rubbing out the first. The sequence is the point of a register: an entry that has been superseded still shows what the company believed, on what paper, on what date. A correction therefore adds a line and annotates the line above it.

Method: A fresh entry, dated, with a note against the superseded particular identifying the correcting entry.
Evidence: The document establishing the correct particular; a correction stands on paper exactly as an original entry does.
Where the public record is affected: The correcting filing is made and the filed copy kept with the instrument and the entry.
Preservation: A struck-through particular is left legible in the book, so the sequence of entries stays readable end to end.

How long an entry is kept

A closed entry is kept for a period counted from the cessation it records, not from the date it was made. The schedule of those periods, and of everything else the secretariat holds, is the third folio.

Counted from: The cessation recorded in the entry, so a long holding is kept long after it ends.
Kept with the entry: The instrument it stands on, for as long as the entry itself is kept.
Set out at length: In the register of processing, folio three, class by class.