What Are Legal Registers?
A legal register is, essentially, a list of the legally required health and safety standards and controls that have to be adhered to by an organization. A legal register will provide consistency and thoroughness which will help to ensure that you’ve covered all the legal aspects -never mind about the practical or common sense ones -that relate to managing health and safety risks. Your legal register is the tool that will help you make sure your workplace complies with the law.
Through keeping a legal register your workplace can ensure that it meets the requirements of any applicable legislation . The main reason for keeping a legal register within an organization is to help companies keep track of the constantly changing rules and regulations.
Depending on the type of business, a legal register may also track the need for compiling and publishing information required by law, such as certain disclosures about company executives and accounts.
Owing to the vast breadth of legislative requirements (and what they might apply to), management of the legal register can become complicated, even unwieldy. For any business that has a very involved legal register, this can lead to what’s known as "register fatigue," which can prompt people to ignore the legal register altogether.
Different Kinds of Legal Registers
Legal registers can be classified into three broad categories: company registers, statutory registers and technical registers. Company registers are physical books or computerized records that a company is obliged to keep under its Memorandum of Association and bye-laws. When audited by the Registrar of Companies, they should be accurate and up to date. All the relevant details of the company’s directors and shareholders must be recorded in the company register. The statutory register is required to be maintained on behalf of a company and it contains all important information pertaining to the mandatory records of any change that might occur in the statutory records of the company. Technical registers help in collecting critical information about an organization’s business operations and maintenance of equipment.
Legal Registers’ Role in Compliance
The legal register is an important tool to ensure that a company is up to date with the wide range of laws and regulations it must comply with. Some businesses leverage technology to automate the legal register process, including monitoring and updating for changes in the law.
Legal registers help in two ways:
Keeping track of obligations
The legal register will set out all the obligations imposed on the company by all legal requirements, including the relevant legislative act, the actual legal obligation with cross-referrals to policies, procedures and other documentation. It also sets out the responsible role or individual and provides the necessary review dates. This document should be cross-referred to all key documents such as policies, procedures, templates or work instructions.
Monitoring
The legal register is the company’s compliance database. It needs to be monitored regularly so that any amendments, additions or repeals to the law are incorporated and used as a basis to drive improvement.
Keeping Your Legal Registers Updated
Legal Registers should be regularly updated to ensure that they remain relevant and accurately reflect the legal framework to which the business is exposed. What this means in practice is that those responsible for maintaining Legal Registers should have a regular process (monthly or quarterly) for reviewing and updating them to ensure that they continue to reflect the law as it applies to the relevant area of the business (e.g. new legislation, changes to existing legislation, new administrative guidance, changes to the enforcement regime etc.). Implementation will vary but typically the person with day to day responsibility for legal registers, along with the designated person or persons with overall responsibility for register maintenance, will be responsible for periodically reviewing a register, ensuring that it accurately reflects the current legal position, and arranging for the register to be updated. Other departments will be involved in this process for registers covering areas of law that fall within their remit. Ideally there should be an up to date register available at all times.
In some cases where the law applying to a particular substantive area is wide-ranging, a department may decide that a sub-committee should be formed for the purposes of carrying out periodic reviews of the relevant register and other related tasks. It is important to tailor the review process to the size and structure of the department or company in question and have procedures in place so that the process is regular and predictable.
It is also important to use your Legal Registers as an opportunity for training and knowledge sharing. What you want to avoid is creating another burden on the business that nobody actually uses and which isn’t worth the paper it’s printed on! A growth area for Legal Registers is putting Legal Register material on an intranet or in some other location where wide access can be achieved. By offering a one stop shop for all the legal compliance requirements for the business, Legal Registers provide an opportunity for enhancing the rule of law in the business for the benefit of all staff. The enthusiasm of many staff to access notes or "best of" entries on key topics from the legal database is not to be underestimated. Care should be taken, however: it can be dangerous to provide "quick fixes" for "quick" advice obtained – one of the potential dangers of long thin notes on the law is that employees may think that a short, simplified version of the law is all there is to know about it; this is invariably not the case.
The Legal Register must be a "live" document. It should be under constant review with immediate updates made for failure to comply with the law or dangerous or incorrect terminology or references in the Legal Register. The Legal Register should be a summary of current thinking in the business about what is recommended and how it can be achieved. It should be used as a catalyst to stimulate thinking by management and staff about how the law affects the business and what practical steps should be taken to ensure compliance and effective management of risks.
The most common problem with Legal Registers is that they fall out of date. It is important to accept that regular maintenance is critical and to adopt a culture in which no one expects a legal register to be perfect and "error free." As a result the lawyers are there to flesh out what the high-level summary says and deal with the detailed questions that may arise.
A second common problem is that registrations may not be reflective of what is actually going on in the business. Whilst this may be less of a problem in larger, more sophisticated businesses, it is possible for the Legal Register to establish its own narrative independent of the reality of how things are done in a business! Practical action to avoid this should be either having Legal Subject Matter Experts participate directly in reviewing and updating the relevant Legal Register or having an explicit procedure to record who is responsible for each issue in the Legal Register and ensuring that this person is fully aware of the Register, its contents and its accuracy at all times. However, even for sophisticated businesses it is important to accept that current practice may diverge from legislation so this element of the Register is only as good as the management of it.
Legal Registers and Risk Mitigation
One of the most critical aspects of legal compliance is making sure you have the right policies in place to manage and reduce your legal risks. Most standards, including ISO 9001, require policies and procedures to manage a wide variety of risks, from quality to information security, and each type of risk has different tools. Legal registers are another tool that you can use to drive certain types of compliance, but that they also complement other tools.
Legal registers are an effective tool for companies to track how they are complying with the law, what new requirements come into place, and who is responsible for what. For example, one category of requirement you may want to include in your legal register include corporate structure and governance. When companies are formed, they have bylaws or articles of incorporation that dictate how they are structured and governed. One question is whether you are keeping your bylaws and articles of incorporation and voting/shareholder records up to date . Let’s take the example of articles of incorporation: these documents dictate how a company is organized, who has voting rights, and how the company is run. If you have amendments on your articles of incorporation that were never filled out with the Secretary of State, you may have strict liability in many states that could subject you to liability. If you change your board members or the issuance of shares, you may not be in compliance with your governing documents, which can expose you to risk if there is ever a dispute among the shareholders. The legal requirement that you need to track is keeping these documents current and up to date; the risk is liability for not keeping these documents up to date. Therefore, the risk management policy would be to make a best practice policy to make sure that these documents are reviewed periodically to make sure they are up to date. You can use your legal register to track this and determine who is responsible for this process.
The Choice Between Digital and Manual Legal Registers
A digital legal register (a register managed within a document management system) has many advantages over a manual legal register (typically a spreadsheet). Digital registers are usually in a centralised location, accessible to everyone who needs to use that register. A digital register can also be integrated with other systems such as contract management systems, procurement systems and financial systems – which enables a business to track compliance with aspects of contracts as they are recorded in those other systems. Digital registers also offer opportunities for alerts for various events (e.g. contract expiry) in relation to a document, thereby encouraging a business to be proactive about its compliance obligations.
However, some businesses prefer to develop a manual register particularly if it is to record succinct points of law or advice. For some businesses, the process of getting the knowledge together for a register can be in itself worthwhile as a knowledge capture process. Manual registers can help provide a cost effective way to achieve this but the register may then be stored on a shared server rather than within a document management system. This means that while the register is accessible by everyone who needs to use it, there are risks that the register may not be readily updated or easy to search. Migration of manual registers into digital systems can be a useful exercise for the business to undertake to ensure the content of the register is current and to support integration with other systems.
The process of determining to implement a digital legal register or a manual register should involve consultation with the business and/or the people who will be using the register. Factors including the size of the business, reporting requirements, licensing or regulatory requirements and the work-flow approach (additions to, updates to or edits of registers) that the business tends to have in practice should all be considered in determining whether a digital or manual approach is more appropriate for a business.
Where to Find Legal Registers
Accessing legal registers is a straightforward process, but without first knowing what you need, it can be time-consuming. There are essentially three ways you can go about creating or checking legal register information.
The first two should be self-explanatory: go to the source where the regulations or the regulations compile and reach out for the information you need. Alternatively, it’s possible to do a search on either (or both) Regulation Tracker and RegData25. You can then validate what you find against your own records or communicate that information to someone with oversight or responsibility for the processes that come into play regarding that information.
Things get a little more complex if the information is collected by a third party. You’ll likely need to contact them in order to gain access to it. If the information is compiled as a database, such as Regulation Tracker, you may need to ask for a password to log onto the site. This also works in reverse: if you have legal register information and you’re providing a database or an online platform, you need a password for others to access it. It’s incumbent upon providers to make that information available .
When dealing with data in a database, it is important that you do not copy and paste it verbatim without obtaining permission. A solution to this is to apply your own system of classification to data before you offer it in a spreadsheet file to others. For instance, a database in which all climate change regulation has been compiled, and later supplied to clients as a list of regulations, could be offered to clients in an Excel spreadsheet as a compilation of climate change regulations. The key here is that you have your own way of doing things with an original spreadsheet, but when you’re providing things to other people, you have to be sure that you have permission to do so.
Identifying and obtaining relevant legal register information is just half of the battle. Tracking it properly is another thing entirely. You should treat legal register data as you would other business critical data: it should be audited and kept inline with other types of data sets. You should be able to access information covering every jurisdiction, as well as a great breadth of information that isn’t in English. You should also have the ability to see how it changes over time. Overall, tracking and auditing information will keep the data relevant and useful.