Before the Bank Asks: A Boardroom Audit of the Statutory Register

The statutory register is not a private filing cabinet. It is the company's public account of who it is, who controls it and who may speak for it. Banks, buyers, lenders, regulators and journalists read it before they read anything else. In 2026, with identity verification and tighter filing controls embedded in Companies House administration, a discrepancy is no longer a clerical nuisance. It is a governance signal.

That is why the register deserves a board-level slot, not an annual sweep by a junior administrator. A single three-hour session, properly scoped, can test the record against reality, identify the gaps that matter and leave a clear remediation trail. The aim is not perfection for its own sake. It is confidence that the company's public record matches the company's actual arrangements.

Why the register has become a live risk

The Economic Crime and Corporate Transparency Act 2023 changed the operating assumption. Companies House is no longer simply a repository. It has stronger powers to query information, reject documents and act where filings are inconsistent. Identity verification for directors and people with significant control is now part of the appointment and confirmation cycle. For boards, the practical consequence is straightforward: a stale entry is harder to dismiss as harmless.

An error on the register rarely stays isolated. A former director still listed as active can complicate a bank mandate. An unverified PSC can slow a financing. A dormant subsidiary with an outdated registered office can create a compliance tail that outlasts the deal that created it. The first reader is rarely sympathetic, and the first question is usually why the company did not know.

Set the room before the clock starts

A three-hour session needs a narrow purpose and the right people. The company secretary should chair. The finance director, general counsel or external counsel, and an HR lead should attend if director changes are in scope. The chair or a senior non-executive should receive the output.

Bring the current statutory books, the latest confirmation statement, recent Companies House filings, the cap table, the bank mandate list, the delegation matrix and a schedule of subsidiaries and dormant entities. Have the public record open on screen, including the filing history and PSC register. Appoint a scribe. The output is an action log with owners and dates, not a discussion paper.

Hour one: people, control and identity

Start with people. For every director, check the appointment date, resignation date, identity verification status, service address and register entry. Confirm that the register of directors matches the public record. Then ask the blunt question: does the register name anyone who no longer acts, or omit anyone who does?

Move to people with significant control. Check each PSC's name, nature of control, date control began, verification status and any reported change. Reconcile the PSC register against the confirmation statement and the latest PSC filings. Look for appointments made by written resolution but never filed, resignations accepted in practice but never recorded, and control descriptions that no longer reflect the share structure.

Finish the hour with the register of members. For many private companies this is simple. For companies with historical transfers, options, trustee arrangements or group reorganisations, it is where surprises sit. The test is not whether the register is elegant. It is whether it is true.

Hour two: filings, entities and addresses

Reconcile the public filing history with the statutory books. Check the confirmation statement, accounts, charges, allotments, transfers and the register of charges. Confirm the registered office, the single alternative inspection location if one is used, and the email address held by Companies House. Small inconsistencies often point to larger control weaknesses.

Then review the entity map. List every subsidiary, including dormant companies. For each dormant entity, confirm that it is genuinely dormant, that filings are up to date, that the registered office is valid and that there is a documented plan to retain, sell or dissolve it. A dormant company is not automatically a low-risk company. It is a company with fewer people watching it.

Look for the items that trigger disproportionate questions: a charge registered publicly but missing from the internal register; an allotment filed but not minuted; a change of registered office that never reached the bank. These are not mere housekeeping failures. They are evidence that the company's public story and its internal story have drifted apart.

Hour three: authority, access and remediation

Authority is where the public record meets operational reality. Who can act on the company's behalf? Check bank mandates, signatories, powers of attorney, delegated authorities and board resolutions. Are former directors still signatories? Are approvals documented? Does the register support the authority being exercised in practice?

Close with the action log. Each item should have an owner, a deadline and the evidence required to close it. Typical actions include filing missing forms, correcting the PSC register, removing stale appointments, completing identity verification, updating bank mandates, obtaining board resolutions to ratify historical appointments, taking advice on complex control chains and beginning strike-off for dormant subsidiaries. Set a 30-day review date before the session ends.

What good looks like at the end

A clean session should leave the board with a short, evidenced position:

• the public record matches the statutory books;
• every director and PSC is verified or on a dated path to verification;
• there are no unexplained gaps between the filing history and the internal record;
• authority documents align with the people who actually act;
• dormant entities have a documented plan;
• the action log is owned by named individuals.

That is a modest list. It is also a useful test of whether the company can answer a basic question about itself.

The boardroom point

The register is an investor-facing document. It is read in diligence, lending decisions, regulatory enquiries and, occasionally, adverse press. A clean register does not guarantee good governance. But a messy one invites questions that no board wants to answer under time pressure. The three hours are not an administrative luxury. They are a cheap test of whether the company's public story is accurate. In 2026, that test is worth scheduling before someone else schedules it for you.