Set SAIL for somewhere to keep statutory records

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The purpose of a SAIL (otherwise known as a Single Alternative Inspection Location or SAIL address) is for the company to use an address other than the registered office address where certain of the company’s statutory records will be kept for inspection.

The idea of a SAIL address was introduced in the UK under the Companies Act 2006 and brought in by The Companies (Company Records) Regulations 2008. These regulations governing the use of a SAIL address took effect on 1 October 2009.

What records can be held at a SAIL?

They cover the following statutory records:

  • register of members (section 114);
  • register of directors (section 162);
  • register of directors’ usual residential addresses (section 165)
  • register of people with significant control (section 790M)
  • directors’ service contracts (section 228);
  • directors’ indemnities (section 237);
  • register of secretaries (section 275);
  • records of resolutions etc (section 358);
  • contracts relating to purchase of own shares (section 702);

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  • documents relating to redemption or purchase of own shares out of capital by private company (section 720);
  • register of debenture holders (section 743);
  • report to members of outcome of investigation by public company into interests in its shares (section 805);
  • register of interests in shares disclosed to public company (section 809);
  • instruments creating charges (section 859Q).

Each company is allowed only one Single Alternative Inspection Location (SAIL) at any one time and it must be in the same part of the United Kingdom as the registered office, i.e. England and Wales, Northern Ireland, Scotland or Wales.

The company can then choose to keep its statutory books and records at either the registered office or Single Alternative Inspection Location or even split the various registers and records between the two.

Maintain certain registers at Companies House

In addition to holding registers at a SAIL address companies from 30 June 2016 can opt to maintain certain registers at Companies House.  The registers that can be maintained at Companies House are:

  • register of directors
  • register of directors usual residential addresses
  • register of members
  • register of PSCs
  • register of members

However as these are held on the public register this means that certain information not normally available to the public will be available.  This includes the directors’ and PSCs’ full dates of birth but not the directors’ or PSCs’ usual residential addresses.  For this reason companies may not wish to maintain these registers at Companies House.

Notifying changes relating to the SAIL address to Companies House

Changes relating to the SAIL address used must be notified to Companies House, which means you’ll need one or more of these Companies House forms:

  • Companies House form AD02 if you want to commence using a Single Alternative Inspection Location or if you change the SAIL address you use.
  • You’ll also need to submit form AD03 to Companies House detailing which of the statutory records are to be held at the SAIL rather than at the registered office.
  • If you later move any of these records back to your company’s registered office you will need to submit Companies House form AD04, which lists those statutory records that are now being returned to the registered office.

Until 30 June 2016, the SAIL address and details of statutory records held there needed to be included in each annual return submitted by the company. From 30 June 2016, the replacement confirmation statement no longer needs to include these details as this confirms that all filings are up to date.  This will include any changes to the SAIL address and records held there. Therefore, if any changes in the details held by Companies House are needed at the confirmation date these will need to be reported separately but at the same time.

One of the reasons why you need to inform Companies House where the statutory records are held is so that someone who wants to inspect these records knows where to visit. If your company is a private company, you must make your company’s records available for at least 2 hours between 9 am and 5 pm on a working day. Someone wanting to look at your records must give you notice of the date and time they intend to make the inspection.  The notice required is either:

  • at least two working days in the circumstances set out in the regulations; or
  • at least ten working days in all other cases.

If your company is a public company you must make your company’s records available for inspection between 9 am and 5 pm on every working day for anyone who visits the appropriate address.

Why use a SAIL

Using a SAIL address may be beneficial to you if you operate your business from home and have this as your registered office but don’t want people visiting you there to see the statutory books! You could then choose your accountant’s, solicitor’s or another address as the SAIL but you would need to ensure that the relevant statutory records are held there. This would prevent the inspection requests disrupting your work but your accountant or solicitor may charge a fee, which could even apply per visit. It is familiar, on entering the reception area of a firm of accountants or solicitors, to see a list of companies who use the firm’s address as their registered office. This list should, as required by The Company, Limited Liability Partnership and Business (Names and Trading Disclosures) Regulations 2015, also include the companies that use the firm’s address as the SAIL.


Inform Direct makes it quick and easy to maintain statutory registers, manage company records and submit filings to Companies House at the touch of a button.


A previous version of this article was originally published on 3 July 2013

 

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