Alderney Company Record Keeping Requirements

Alderney companies - Record and document keeping and filing requirements

This guidance is to provide information on the general record and document keeping obligations of Alderney registered companies pursuant to the Companies (Alderney) Law, 1994 and those of resident agents of companies pursuant to the Beneficial Ownership of Legal Persons (Alderney) Law, 2017. It also provides guidance on the general obligations of companies and resident agents to file documents with the Registrar.

The information contained in this guidance falls into the following categories:

The Alderney Registry cannot provide advice on the interpretation of legislation, individuals will need to form their own view on their compliance with their legal obligations and seek independent legal advice if they are uncertain.

A failure by a company to comply with many of the obligations set out in this document will mean that it is guilty of a criminal offence and may be liable to a civil penalty.

Record keeping requirements at a company's registered office

Companies must have a registered office in Alderney to which all communications and notices may be addressed.

A company must keep the following documents at its registered office:

a record of its name,
a record of the address of its registered office,
a copy of its certificate of registration, any Act of Court relating to a change of name, and any certificate lodged in relation to shares with no par value,
a record of whether it is a public company or a private company,
a record of whether the liability of the members is limited by shares or by guarantee,
a record of the date of its registration,
a record of its registration number,
a copy of its memorandum and articles of the company,
its minute books or a certified copy of its minute books,
its register of members,
its register of annual returns,
its register of directors, and
its register of secretaries.

These documents must be accurate, maintained and kept up to date and any changes must be recorded when they occur.

Memorandum and articles of a company

Where a company alters its memorandum or articles it must deliver a copy of the altered memorandum or articles to the Registrar within 30 days of the alteration being made.

A company must provide a copy of the memorandum and articles, if requested by any member, within a period of 7 days beginning on the day of the receipt of the request subject to the payment of such sum as the company may require, not exceeding £5.

Register of Members

A company must keep a register of its members as its registered office. The register must include:

the names and addresses of the members,
the date on which a person was inscribed in the register of members, and
the date on which a person ceased to be a member, and
a statement in relation to each member of -
the shares held by the member, distinguishing each share by its number and where there is more than one class of share, its class and the voting rights associated with that class, and
the amount paid up on the shares and the date of each payment.

When a member changes his address he must give written notice of the new address to the company at is registered office and the company must update the register within 14 days.

The register of members must be open for inspection during ordinary business hours, subject to such reasonable restrictions as the company may by its articles or in general meeting impose, but so that not less than two hours in each day be allowed for inspection.

The register of members may be inspected by any person on payment of £5 or such lesser sum as the company may stipulate.

A person may take a note or extract from the register of members and may, on payment of a fee, request a copy of any part of it, and the company must cause any copy so requested to be sent to him within 7 days after the receipt by the company of the request. The fee is £1 for each page copied or such lesser sum as the company may stipulate.

Register of directors

A company must keep a register of its directors at its registered office.

Where a director is an individual, the following particulars must be entered in the register:

his forenames and surnames and any previous forenames and surnames,
his usual residential address,
his nationality, and
his business occupation.

Where a director is a body corporate, the following must be entered in the register:

its corporate name, and
its registered office (or if it has no registered office, its principal office).

In the case of a peer or person bearing a title different from his surname, the expression 'surname' means that title. References to a previous name do not include a name which was changed or disused before the person concerned attained the age of 18 years, or has been changed or disused for a period of at least 20 years.

The register must record the dates upon which the individual or body corporate became a director and, if appropriate, ceased to be a director.

The register of directors must be open for inspection during ordinary business hours, subject to such reasonable restrictions as the company may by its articles or in general meeting impose, but so that not less than two hours in each day be allowed for inspection.

The register of directors may be inspected by any other person on payment of £5 or such lesser sum as the company may stipulate.

A person may take a note or extract from the register of directors and may, on payment of a fee, request a copy of any part of it and the company must cause any copy so requested to be sent to him within 7 days after the receipt by the company of the request. The fee is £1 for each page copied or such lesser sum as the company may stipulate.

Register of company secretaries

A company must keep a register of its company secretaries at its registered office.

Where the company secretary is an individual, the following particulars must be entered in the register:

his forenames and surnames and any previous forenames and surnames, and
his usual residential address.

Where the company secretary is a body corporate, the following must be entered in the register:

its corporate name, and
its registered office (or if it has no registered office, its principal office).

The register must record the dates upon which the individual or body corporate became the company secretary and, if appropriate, ceased to be the company secretary.

The register of secretaries must be open for inspection during ordinary business hours, subject to such reasonable restrictions as the company may by its articles or in general meeting impose, but so that not less than two hours in each day be allowed for inspection.

The register of secretaries may be inspected by any member without charge and by any other person on payment of £5 or such lesser sum as the company may stipulate.

A person may take a note or extract from the register of secretaries and may, on payment of a fee, request a copy of any part of it and the company must cause any copy so requested to be sent to him within 7 days after the receipt by the company of the request. The fee is £1 for each page copied or such lesser sum as the company may stipulate.

A company must give notice to the Registrar of a change of its company secretary within 14 days of the change.

Minutes of meetings and special resolutions

A company must cause minutes of all proceedings at its annual and extraordinary general meetings and at meetings of its directors to be entered as soon as reasonably practicable in minute books kept for that purpose.

The minute book, or a certified copy, must be kept at a company's registered office.

The minute books must be open for inspection during ordinary business hours, subject to such reasonable restrictions as the company may by its articles or in general meeting impose, but so that not less than two hours in each day be allowed for inspection as follows:

The minutes of proceedings at general meetings may be inspected by any member without charge.

The minutes of proceedings at directors' meetings may be inspected by any director without charge.

A person may take a note or extract from the minutes open to his inspection and may, on payment of a fee, request a copy of any part of it and the company must cause any copy so requested to be sent to him within 7 days after the receipt by the company of the request. The fee is £1 for each page copied or such lesser sum as the company may stipulate.

A copy of every special resolution of a company must be delivered to the Registrar within 21 days following the day on which it was passed, or if it is a resolution altering the company's objects and no application for annulment has been made within 21 days, a period of 15 days following the expiration of that 21 day period.

Annual returns

A company must, in each calendar year before 31 January, complete an annual return which must contain information current on 1^st January in that year. It must deliver a copy of the return to the Registrar and file the original return in a register kept by it for the purpose.

The register of annual returns must be open for inspection during ordinary business hours, subject to such reasonable restrictions as the company may by its articles or in general meeting impose, but so that not less than two hours in each day be allowed for inspection.

The register of annual returns may be inspected by any other person on payment of £5 or such lesser sum as the company may stipulate.

A person may take a note or extract from the register of annual returns and may, on payment of a fee, request a copy of any part of it and the company must cause any copy so requested to be sent to him within 7 days after the receipt by the company of the request. The fee is £1 for each page copied or such lesser sum as the company may stipulate.

Accounting records

Every company must keep accounting records which are sufficient to show and explain its transactions and are such as to:

disclose with reasonable accuracy, at any time, the financial position of the company at that time, and
enable the directors to ensure that its balance sheet and profit and loss account are prepared properly and in accordance with any relevant enactment for the time being in force.

There are further requirements for a public company. A public company is a company the memorandum of which states, or is deemed to state, it is a public company. The memorandum of a company is deemed to state that it is a public company when the company has more than 20 members.

The accounting records of a public company must in particular contain day to day entries of all sums of money received and expended by the company and the matters in respect of which the receipt and expenditure takes place, and a record of the assets and liabilities of the company.

Further, if a public company's business involves dealing in goods , the company's accounting records must contain statements of stock held by the company at the end of each of its financial years, all statements of stock takings from which such statement has been or is to be prepared and, except in the case of goods sold by ordinary retail trade, statements of all goods sold and purchased, showing the goods, buyers and sellers in sufficient detail to enable them to be identified.

A company's accounting records must be kept at the company's registered office address, or at such other place as its directors think fit. Accounting records must be open at all reasonable times to inspection by any director or secretary of the company.

Where a public company's accounting records are kept at a place outside Alderney, accounts and returns in respect of the business dealt with in the accounting records must be sent to, and kept at, a place in Alderney where they must at all reasonable times be open to inspection by any director or secretary of the company. These accounts and returns must be such as to:

disclose with reasonable accuracy the financial position of the business in question at intervals of not exceeding 6 months, and
enable the directors to ensure that its balance sheet and profit and loss account are prepared properly and in accordance with any relevant enactment for the time being in force.

Any accounting records which a company is required to keep must be preserved for a period of at least six years from the date on which they were made.

Record of resident agent

A company must keep a record of its resident agent, which must comprise:

in the case of a resident agent who is a director, his name,
in the case of a resident agent who is a corporate services provider, its corporate or firm name and its address.

A company must, within 14 days after the date of

any change in its resident agent, or
any change in the details contained in its record of resident agent,

give notice to the Registrar of the change and the date on which it occurred.

Record of beneficial owners

The resident agent of a company must keep a record of the following particulars of a beneficial owner of a company who is an individual:

his name,
his nationality,
his date of birth,
his principal residential address,
the date on which he became a beneficial owner (if it is after 15^th August 2017), and
the grounds on which he is considered to be a beneficial owner.

In the case of a beneficial owner who is not an individual the following particulars must be kept:

name,
date of incorporation,
place of incorporation,
registered address,
the date on which the legal person became a beneficial owner (if it is after 15^th August 2017), and
the grounds on which he is considered to be a beneficial owner.

In respect of a class of beneficial owners of such a size that it is not reasonably practicable to identify each member of the class, sufficient information to identify and describe the class of individuals who are beneficial owners, with sufficient accuracy to make it possible to ascertain that an individual is or is not a member of the class, must be recorded.

The record must be kept at the company's registered office or at such other place in Alderney of which the Registrar has been notified and has approved.

A resident agent must keep the register of beneficial owners up to date and give notice of any change, and date on which it occurred, to the Registrar within 14 days.

Electronic records

Any minute book, register or accounting record required to be kept by a company may be kept either by making entries in bound or loose-leaf books or by recording the matters in question in some other form including a non-legible form.

If a record is kept not by making entries in a book but in some other form it is deemed to be kept at a place if access to written copies of it can be obtained at that place. Where records are not kept in books, adequate precautions must be taken to guard against falsification and to facilitate the discovery of falsification. Where records are kept in non-legible form the record must be capable of being reproduced in a legible and documentary form within a reasonable time and in any case within 7 days. Any duty to allow inspection or furnish a copy of a record must be treated, where the record is non-legible form, as a duty to allow inspection, or to furnish a copy, of the record in a legible form.

Please also see Alderney company filing and notification requirements