• Company Records

    • 994. Meaning of “company records”

           In this Part “company records” means–
      (a) any register, index, accounting records, agreement, memorandum, minutes or other document required by these Regulations to be kept by a company, and
      (b) any register kept by a company of its debenture holders.

    • 995. Form of company records

      (1) Company records–
      (a) may be kept in hard copy or electronic form, and
      (b) may be arranged in such manner as the directors of the company think fit,
      provided the information in question is adequately recorded for future reference.
      (2) Where the records are kept in electronic form, they must be capable of being reproduced in hard copy form.
      (3) If a company fails to comply with this section, a contravention of these Regulations is committed by every officer of the company who is in default.
      (4) A person who commits the contravention referred to in subsection (3) is liable to a level 2 fine.

    • 996. Rules about where certain company records to be kept available for inspection

      (1) The Board may make rules specifying places other than a company’s registered office at which company records required to be kept available for inspection under a relevant provision may be so kept in compliance with that provision.
      (2) The “relevant provisions” are–
      section 118 (register of members),
      section 156 (register of directors’ residential addresses),
      section 292 (register of secretaries),
      section 215 (directors’ service contracts),
      section 223 (directors’ indemnities),
      section 360 (records of resolutions etc),
      section 642 (contracts relating to purchase of own shares),
      section 660 (documents relating to redemption or purchase of own shares out of capital by private company),
      section 682 (register of debenture holders),
      section 737 (report to members of outcome of investigation by public company into interests in its shares),
      section 740 (register of interests in shares disclosed to public company),
      section 798 (instruments creating charges).
      (3) The rules may specify a place by reference to the company’s principal place of business, the place at which the company keeps any other records available for inspection or in any other way.
      (4) The rules may provide that a company does not comply with a relevant provision by keeping company records available for inspection at a place specified in the rules unless conditions specified in the rules are met.
      (5) The rules–
      (a) need not specify a place in relation to each relevant provision,
      (b) may specify more than one place in relation to a relevant provision.
      (6) A requirement under a relevant provision to keep company records available for inspection is not complied with by keeping them available for inspection at a place specified in the rules unless all the company’s records subject to the requirement are kept there.

    • 997. Regulations about inspection of records and provision of copies

      (1) The Board may make rules as to the obligations of a company that is required by any provision of these Regulations–
      (a) to keep available for inspection any company records, or
      (b) to provide copies of any company records.
      (2) A company that fails to comply with the rules is treated as having refused inspection or, as the case may be, having failed to provide a copy.
      (3) The rules may–
      (a) make provision as to the time, duration and manner of inspection, including the circumstances in which and extent to which the copying of information is permitted in the course of inspection, and
      (b) define what may be required of the company as regards the nature, extent and manner of extracting or presenting any information for the purposes of inspection or the provision of copies.
      (4) Where there is power to charge a fee, the rules may make provision as to the amount of the fee and the basis of its calculation.
      (5) Nothing in any provision of these Regulations or in the rules shall be read as preventing a company–
      (a) from affording more extensive facilities than are required by the rules, or
      (a) from affording more extensive facilities than are required by the rules, or

    • 998. Duty to take precautions against falsification

      (1) Adequate precautions must be taken by companies–
      (a) to guard against falsification of company records, and
      (b) to facilitate the discovery of falsification of company records.
      (2) If a company fails to comply with this section, a contravention of these Regulations is committed by every officer of the company who is in default.
      (3) A person who commits the contravention referred to in subsection (2) under this section is liable to a level 2 fine.
      (4) This section does not apply to the documents required to be kept under–
      (a) section 215 (copy of director’s service contract or memorandum of its terms), or
      (b) section 223 (qualifying indemnity provision).