Free Register of Debenture Holders Template
Use this free template as a starting point for maintaining a register of debenture holders for your UK company. Under the Companies Act 2006 (sections 743 to 748), a company that has issued debentures must keep a register of the holders of those debentures, available for inspection. Copy and customise this template to suit your debenture instruments and your company's record-keeping practices.
REGISTER OF DEBENTURE HOLDERS
Company name: [Full company name] Company number: [Companies House number] Registered office: [Registered address] Register kept at: [Registered office / SAIL address] Date of last update: [Date]
Statutory Background
This register is maintained pursuant to sections 743 to 748 of the Companies Act 2006. Key requirements:
- The register must record every holder of debentures issued by the Company
- The register must be kept available for inspection at the registered office (or SAIL address notified to Companies House)
- Members of the Company and debenture holders may inspect free of charge; other persons on payment of a prescribed fee
- The register must be updated promptly when debentures are issued, transferred, redeemed, or cancelled
- The Company must respond to inspection requests within [5] working days
This register is maintained alongside copies of the debenture instruments, board resolutions authorising issuance, and any trust deed governing the debentures.
1. Debenture Holders Log
| Entry No. | Date entered | Holder name | Holder address | Date of registration as holder | Debenture series / class | Principal amount held | Date of issue | Interest rate | Maturity date | Notes |
|---|---|---|---|---|---|---|---|---|---|---|
| [1] | [Date] | [Full name] | [Address] | [Date] | [Series / Class reference] | [£/$ amount] | [Issue date] | [Rate] | [Maturity] | [Notes] |
| [2] | [Date] | [Full name] | [Address] | [Date] | [Series] | [Amount] | [Issue date] | [Rate] | [Maturity] | [Notes] |
| [3] | [Date] | [Full name] | [Address] | [Date] | [Series] | [Amount] | [Issue date] | [Rate] | [Maturity] | [Notes] |
| [...] |
2. Transfer Log
| Transfer No. | Date of transfer | Transferor | Transferee | Debenture reference | Amount transferred | Stamp duty paid | Notes |
|---|---|---|---|---|---|---|---|
| [T1] | [Date] | [Name] | [Name] | [Series / Cert No.] | [Amount] | [Yes / Exempt / N/A] | [Notes] |
| [T2] | [Date] | [Name] | [Name] | [Series / Cert No.] | [Amount] | [Yes / Exempt / N/A] | [Notes] |
3. Redemption and Cancellation Log
| Entry | Date | Holder | Debenture reference | Amount redeemed / cancelled | Payment / consideration | Notes |
|---|---|---|---|---|---|---|
| [R1] | [Date] | [Name] | [Series / Cert No.] | [Amount] | [Cash / Conversion / Other] | [Notes] |
| [R2] | [Date] | [Name] | [Series / Cert No.] | [Amount] | [Cash / Conversion / Other] | [Notes] |
4. Summary (running totals as at [Date])
| Debenture series | Total principal issued | Total redeemed / cancelled | Outstanding principal | Number of holders |
|---|---|---|---|---|
| [Series A] | [Amount] | [Amount] | [Amount] | [Number] |
| [Series B] | [Amount] | [Amount] | [Amount] | [Number] |
5. Supporting Documents Checklist
For each debenture issuance retain:
- Board resolution (or shareholders' resolution where required) authorising issuance
- Original signed debenture instrument or copy
- Trust deed, if applicable
- Filed forms at Companies House (e.g. MR01 if the debenture creates a registerable charge), within the prescribed 21-day period
- Subscription / application documents
- Evidence of receipt of consideration
For each transfer retain:
- Stock transfer form signed by transferor (and transferee where applicable)
- Evidence of stamp duty payment or exemption certificate
- Cancelled original certificate and newly issued certificate
For each redemption retain:
- Evidence of payment or conversion
- Cancelled debenture certificate
- Updated register entry
6. Maintenance Notes
- The register must be open for inspection at the Company's registered office (or notified SAIL address) for at least 2 hours during business hours each working day
- Refusal to allow inspection or to provide a copy on request is an offence under the Companies Act 2006
- The Company Secretary (or a director if no Company Secretary) is responsible for maintaining this register
- Where the Company appoints registrars to hold the register, the location must be notified to Companies House
This is a basic template provided for informational purposes. For a professionally generated and legally tailored document, use Bind's contract automation platform.
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