One of the legal requirements of all companies and Limited Liability Partnerships (LLPs) in the UK is to keep their company registers up to date and make them available for public inspection. These records must normally be stored at a company’s registered office address, but it is possible for private limited companies to nominate a different address for this purpose. A Single Alternative Inspection Location (SAIL) address is the name given to this optional address.
Why would my company use a SAIL address?
There are a number of reasons why a company would use a SAIL address for the storage, maintenance, and public inspection of statutory registers. It may be a practical, convenient, or preferable solution if:
- A director uses his or her residential address as the registered office and does not want to accommodate public inspection at his or her home
- The registered office is located in a remote area or is difficult to find or access
- A request to inspect company records at the registered office would be impractical if there is no one present there on a regular basis
- The director is not based at the registered office and wishes to store the records where he or she is normally present
- It would be disruptive to accommodate public inspection of records at the registered office
- The registered office is not set up to store records or accommodate inspection visits – e.g. a small auto repair garage, or a busy workshop or studio
- It is simply not appealing to deal with inspection requests and visits, so the company chooses to store its registers at its accountant’s or solicitor’s office
- Maintenance of the registers are outsourced to a firm at a different location
What company registers are stored at a SAIL address?
Under the Companies Act 2006, companies have a legal duty to keep a number of statutory records, or ‘registers’. The following registers (where applicable) should be stored, kept up to date, and made available for public inspection at a company’s registered office or SAIL address:
- Register of members (i.e. shareholders or guarantors)
- Register of directors
- Register of directors’ usual residential addresses
- Register of secretaries
- Register of People with Significant Control (PSCs)
- Register of charges and mortgages
Non-statutory company registers
In addition to the statutory company registers, there are many other records that a company may need or choose to keep. These include:
- Register of share allotments
- Register of share transfers
- Contracts relating to the purchase of own shares
- Register of debenture holders
- Directors’ service contracts
- Directors’ indemnities
- Register of directors’ interests
- Records of company resolutions
- Register of sealings
- Documents relating to redemption or purchase of own share out of capital by private company.
Whilst these records are incredibly important, they do not have to be made available for public inspection.
SAIL address requirements
- Limited companies may only have one SAIL address at any given time.
- A company’s SAIL address must be in the same part of the UK as the registered office address. This is also the same jurisdiction in which the company is incorporated – i.e. England & Wales, Wales only, Scotland, or Northern Ireland
- A SAIL address must be a full, physical postal address, not a PO Box
- Statutory company records must be stored at one location, at either the registered office or the SAIL address (or Companies House). It is not possible to keep some registers at one address and some registers at another address
- Companies House should be notified as soon as possible about the use of a SAIL address
- Companies House must be informed if records move to or from a SAIL address
- If SAIL address details changes, the new details must be filed at Companies House immediately
Public inspection of statutory company registers
Limited companies have a legal duty to make their statutory registers available for public inspection at either the registered office or SAIL address (or Companies House). These records should be made available every working day between 9am and 5pm.
Should anyone wish to inspect a company’s statutory records, a written request must be made to the company, stating the preferred date and time that they wish to visit the registered office or SAIL address.
When an inspection of the register is requested, a company has just 5 days to make a decision on whether to comply with the request or not.
During any inspection of statutory registers, the company must make them available for a period of at least two hours.
How to store company registers and records
Companies can keep their statutory company registers and non-statutory records in hard copy or digital format at the registered office or SAIL address. The majority of companies tend to keep statutory registers in hard copy, either in a loose-leaf binder or bound book; however, for extra security – in case of fire, flooding, theft, or misplacement – it is always recommended to keep registers and important company records in digital format as well.
Failure to keep statutory company registers
The maintenance of company registers is a legal requirement under the Companies Act 2006; therefore, it is a fineable offence if statutory records are not created, kept up to date, and made available for inspection at the registered office, SAIL address, or Companies House.
A company may be fined up to £5,000 if it fails to adhere to the statutory requirements regarding company registers. Directors can also be fined, disqualified, and prosecuted if they are found to be in breach of their statutory duties by neglecting to maintain company registers.
Passing a resolution to use a SAIL address
In order to use a SAIL address and relocate statutory company registers to a new location, a majority of the directors must approve the proposal. It is a straightforward matter that requires a resolution of the directors to be passed. This type of resolution is used for routine changes.
To pass a resolution, the directors can cast their votes with a show of hands at a board meeting. If the majority of directors are in favour of the proposal, a SAIL address may be used. One of the directors, or the company secretary, must notify Companies House about the new address and relocation of statutory registers. A copy of the resolution should also be kept by the company in its register.
Tell Companies House about a SAIL address
When a company decides to use a SAIL address, it is essential that Companies House is notified immediately. This information will be added to the public register. To tell Companies House about a SAIL address, form ‘AD02 File a Single Alternative Inspection Location’ should be submitted online or by post. To complete this form, the following information is required:
- Company Registration Number
- Company name
- Address of the Single Alternative Inspection Location
Additionally, Companies House must be told what records have moved from the registered office to the SAIL address. Companies House form AD03 should be used, which must state the company name, registration number, and which records are being kept at the SAIL address.
If a company wishes to move its statutory registers from a SAIL address back to the registered office, form AD04 should be filed at Companies House. The form must state the company name, registration number, and the records that are being returned to the registered office.