What Are the Requirements for Company Statutory Books?

An incorporated company has a legal identity separate from its owners, which provides liability protection. This legal status is supported by maintaining official corporate records, also known as statutory books. These documents are the formal, legal history of a company’s ownership, governance, and major decisions. Unlike accounting records that track daily finances, these corporate records are a legal obligation that proves a company’s existence and adherence to corporate formalities.

The Required Components of Statutory Books

A company’s statutory books must contain several components to be compliant, including:

• A register of members, more commonly known as a stock ledger, that provides a definitive list of all shareholders, their names, and addresses. For each shareholder, the ledger must specify the number and class of shares held and the date they became a member.
• A current list of all directors and officers. This register contains the full legal name and business or service address for each individual, and it is common practice to also record details like date of birth and nationality.
• Beneficial ownership information. The Corporate Transparency Act requires many companies to file a Beneficial Ownership Information (BOI) report with the Financial Crimes Enforcement Network (FinCEN). This identifies individuals who exercise substantial control or own 25 percent or more of the company. A 2025 rule narrowed these federal reporting requirements for many domestic companies but maintained them for others, like foreign companies registering to do business in the U.S.
• Minutes from both board of directors’ and shareholder meetings. These written records document proceedings and formalize decisions, serving as official evidence of corporate actions such as approving major transactions or electing directors.
• Copies of the company’s core governing documents. These include the Articles of Incorporation filed with the state and the company’s bylaws, along with any amendments made to these documents.

Creating and Maintaining the Books

The initial creation of corporate records can be approached in several ways. Companies can purchase physical corporate record kits with pre-printed templates, use specialized software for entity management, or retain legal firms to manage these records on their behalf. The primary task is the ongoing and diligent maintenance of these records to reflect any changes, as this is a continuous process.

When a new director is appointed or an existing one resigns, the register of directors must be updated promptly. Similarly, when company shares are issued or transferred, the stock ledger must be meticulously updated to reflect the transaction date, shares involved, and updated ownership details.

Following any formal meeting of the board or shareholders, the approved minutes must be finalized and added to the corporate record book. This includes documenting any resolutions passed, which are the formal decisions made by the company. Keeping these records current is a part of corporate housekeeping that demonstrates the business is being managed as a distinct legal entity.

Storage and Inspection Requirements

Corporate records must be stored at a designated location, which is the company’s principal office or registered address. This ensures that the documents are accessible for official purposes. Whether physical or digital, the storage system must be organized and secure to protect confidential information.

The right to inspect these records is granted to specific individuals, primarily shareholders and directors, to ensure transparency and accountability. Directors generally have broad access to all corporate records to fulfill their management duties. Shareholders also have inspection rights, though the extent of this access can depend on the nature of the record and the reason for the request.

For access to sensitive information, such as detailed financial records or the complete shareholder list, shareholders are often required to make a formal written demand stating a “proper purpose.” A proper purpose is one that is reasonably related to their interests as a shareholder, such as investigating potential mismanagement or valuing their shares. Upon receiving a valid request, the company must make the records available for inspection within a reasonable timeframe, typically within five business days.

Consequences of Non-Compliance

Failing to maintain accurate corporate records can lead to “piercing the corporate veil.” This legal doctrine allows courts to disregard the corporation’s separate legal status and hold its owners and directors personally liable for the company’s debts. If records are not kept, a court may conclude that the corporation is merely an “alter ego” of its owners rather than a separate entity, exposing personal assets to business creditors.

Beyond the risk of personal liability, poor record-keeping creates substantial practical and financial obstacles. During an audit, a sale of the company, or an attempt to secure financing, these records will be subject to scrutiny. Incomplete or inaccurate books can delay or terminate these transactions, as they signal poor governance and potential hidden liabilities to buyers, investors, and lenders. It undermines confidence in the company’s management and its overall value.