To comply with corporate transparency and disclosure rules, UK companies are legally required to keep certain statutory registers. One of the most important is the register of members, which contains information about a company’s past and present shareholders or guarantors.
In this post, we look at the register of members—also referred to as the ‘register of shareholders’ or ‘share register’ in a company limited by shares. We explain the purpose and importance of the register, the information it must include, where it should be kept, and when to update it.
What is the register of members?
The register of members is a physical or digital document that records key information about a company’s members. Its purpose is to provide a continuous record of ownership or membership since the company’s incorporation.
The members are the people who own or have ultimate control over a company and its activities. In companies limited by shares, members are more commonly known as shareholders. In companies limited by guarantee, the members are also known as guarantors.
Under the Companies Act 2006, all companies must maintain an accurate and up-to-date statutory register of members. The company should create this register after incorporation and retain it for the duration of the firm’s existence.
Failure to comply without a reasonable excuse can result in substantial penalties and fines for the company, every director, and the company secretary.
Initially, a company can find the necessary information for the register in its application to incorporate. Any person who becomes a member after incorporation must provide the company with the required information for the register no later than two months after the date on which they became a member.
What information should the register of members include?
The information to be kept in the register of members depends on whether the company has share capital, that is, whether it is limited by shares or limited by guarantee.
1. Company with a share capital
In a company limited by shares, the register of members should contain the following details of all previous and current shareholders:
- Forename and surname (or corporate or firm name if the shareholder is a legal entity)
- Contact address (i.e. a service address or correspondence address)
- Number of shares held
- Class of shares held
- Amount paid (or agreed to be paid) on each share
- Date on which the shareholder was registered as a member – this is the date they were added to the register of members
- Date on which they ceased to be a member (where applicable)
The above information will suffice for most companies with share capital. However, the Companies Act 2006 also specifies the following additional information that some firms may need to record:
- If a company converts any of its shares into stock and gives notice of the conversion to Companies House, the register of members must show the amount and class of stock that each member holds rather than the number of shares and the particulars
- In the case of joint holders of shares or stock in a company, the company’s register of members must show the names of each joint holder (however, there only needs to be one address)
There is no need to file the register of members at Companies House (the UK Registrar of Companies). Most of the information in the register is already provided to the Registrar in the following document filings:
- Application to register a company (form IN01)
- Return of allotment of shares (form SH01) after incorporation
- Annual confirmation statement (form CS01)
Details of shares and shareholders are publicly available on the Companies House register. The general public can also inspect the company’s statutory register of members upon request.
2. Company without share capital
In a company limited by guarantee, the register of members should contain the following details of all previous and current guarantors:
- Forename and surname (or corporate or firm name if the guarantor is a legal entity)
- Contact address (i.e. a service address or correspondence address)
- Date on which the guarantor was registered as a member of the company – this is the date they were added to the register of members
- Date on which they ceased to be a member (where applicable)
The above information will suffice for most companies limited by guarantee. However, the Companies Act 2006 also specifies the following additional information that some firms may need to record:
- In the case of a company that does not have share capital but has more than one class of members, the register must contain (with the names and addresses of the members) a statement of the class to which each member belongs
The company must make its register of members available for public inspection upon request.
Details of guarantors who become members during the company’s incorporation will also appear on the public register at Companies House. The same is true if a member is a person with significant control (PSC).
Companies with only one member or more than 50 members
When a company has only one member, the register of members should include a note stating this fact. If the number of members ever increases, the company should update the note accordingly. Similarly, if the number of members reduces back to one, the company should update the note again.
Where a company has more than 50 members, the register should include an index of members’ names. However, this is unnecessary if the company already keeps the register electronically in index form—i.e. the members’ names are in alphabetical order.
Why is the register of members important?
The register of members is necessary to ensure compliance with UK company law. It also serves as evidence of who owns or controls the company and that each named person is legally a member.
In the case of a company limited by shares, it also proves a person’s shareholdings. While shareholders may pay for their shares and receive share certificates as proof of ownership, they are not legally shareholders unless their names appear in the register of members.
Who should be included in the register of members?
It’s usually obvious who to include in the register of members, but there are certain instances where it may be less apparent.
In a company limited by shares, the register must include details of the following persons:
- Any individual or corporate entity that legally owns shares in a company and holds them in their own name (this is usually the case with all shareholders in most small private companies).
- When a nominee holds shares on behalf of a beneficial (real) shareholder, the register should include the nominee shareholder’s name.
- In the case of joint shareholders (when two or more people hold shares jointly), the register of members must state the names of each joint shareholder. However, only one address is required.
- When shares are held by a trust, the register should include the names of one or more of the trustees rather than the name of the trust itself. This is because a trust is not a legal entity.
- If a limited liability partnership (LLP) holds shares, the name of the LLP should appear in the register of members. However, in the case of an unincorporated partnership, which is not a legal entity, the register should include the names of the partners.
- When a company holds its own shares in treasury (treasury shares), it should include its name in its register.
- The details of any person with the right to unexercised share options (e.g., company employees) should not appear in the register. They are not shareholders until they exercise their options.
- Bearer share owners are not listed in the register. The shares are owned by the person who has physical possession of the share certificate at any particular point in time.
If the company is limited by guarantee
In a company limited by guarantee, the company must include in its register any person who agrees to become a member and contribute a guaranteed sum upon the insolvency or winding up of the company.
If the company has more than one class of members, the register must include a statement next to each guarantor’s name and address specifying the membership class to which they belong.
Who is responsible for the register of members?
The company directors and company secretary (collectively known as ‘officers’) are legally responsible for maintaining the register of members.
In smaller private firms, there may not be a company secretary. In this case, the responsibility falls on the director(s) alone. This is usually manageable if there are only a few members and the requirement to update the register is infrequent.
However, some companies choose to appoint a secretary to look after their registers and handle other important duties relating to compliance and governance. The role may be held by someone in the company or outsourced to a person or firm that provides a professional company secretary service.
Where should the register of members be kept?
Companies must keep their register of members at their registered office address or a single alternative inspection location (SAIL address). The register can be in hard copy (e.g. a book or loose-leaf folder) or electronic format.
Digital record-keeping is preferable and means that the actual storage and updating of the register of members is practical. Where the company keeps the register in electronic form, it must be capable of being reproduced in hard copy form.
Alternative to keeping a register of members
Currently, UK legislation allows for an alternative method of record-keeping in the case of registers of private companies.
A private company may elect to keep the necessary information on the Companies House register rather than maintaining statutory registers at its registered office or SAIL address.
However, new measures in the Economic Crime and Corporate Transparency Act 2023 will remove this choice. The change is due to come into effect in the near future.
Updating information in the register of members
Companies must update the register of members when there are any changes in membership or the details relating to its existing members. This includes in the following situations:
- The company issues new shares to new or existing members
- On the transfer of existing shares from one person to another – e.g. a shareholder sells or gives some or all of their shares to someone else, or when shares pass to someone upon the death of a shareholder
- The company reorganises its shares – e.g. cancellation of shares, share consolidation, share split, share redemption, or conversion of shares
- An existing member changes their name – e.g. through marriage or by deed poll
- An existing member changes their contact address
- A new member joins a company limited by guarantee by agreeing to become a guarantor
- An existing member leaves the company by resigning as a guarantor or transferring all of their shares
Where any person ceases to be a shareholder or guarantor, the company can remove their entries in the register of members after 10 years from the date on which they ceased to be a member.
After a transfer of shares
When existing shares are transferred, entries for current shareholders must be updated to show their new shareholdings following the transfer.
Upon transferring existing shares to new members, the company must also enter the new person’s information in the register.
If a shareholder transfers all their shares, the date they ceased to be a shareholder must be entered. This is when the company updates the register rather than when the shares are transferred (if different).
After the issuance of new shares
Upon issuing more shares after incorporation, a company must update the shareholdings relating to existing members who took new shares.
The company must add their information to the register if shares are given to new shareholders.
Likewise, when shares are reorganised, the entries for members whose shares have been impacted must be updated.
Updating the register in a company limited by guarantee
Generally, the requirements are more straightforward for companies limited by guarantee.
When a new guarantor joins the company or an existing guarantor leaves, the company must update the register with the new member’s details or the date on which the resigned member left.
Entering the membership termination date is particularly important because the former member remains liable to the company under the guarantee for a year after their membership ceases.
Reporting updates to Companies House
There is no requirement to notify Companies House immediately about changes relating to share transfers or where a member changes their name or address. Such updates can be reported on the company’s next annual confirmation statement.
However, a company must tell Companies House within one month if it:
- issues new shares
- redesignates existing share classes
- carries out a consolidation, sub-division (share split), redemption, or re-conversion of stock into shares
To report the issuance of new shares after incorporation, the company must file a return of allotment of shares (form SH01) at Companies House.
Following a redesignation (reclassification) of existing shares of a particular class, the company must provide notification on form SH08.
To report the consolidation, sub-division, or redemption of shares, or the re-conversion of stock into shares, the company must file form SH02 at Companies House.
Change of membership class in a company limited by guarantee
If a company limited by guarantee has more than one class of members, it must file form SH13 with Companies House to give notice of the name or designation assigned to each class of member.
Similarly, the company must submit this form if it changes the name or other designation of its classes of members.
What should the register of members look like?
There’s no set template for the register of members. It must simply include all of the necessary information relating to the company’s shareholders or guarantors. The following format would be acceptable for a private company limited by shares:
———————————————————
Example Company Name Ltd / Company Number: 01234567
Register of members
| Shareholder & Contact Address | Share class | Total held | Total paid | Date shareholding started | Date shareholding ceased |
| Matthew Anderson,
1 Example Street, Example Town, 1EX EX1 |
Ordinary £1 | 10 | £10 | 30/09/2022 | – |
| Jane Baker,
2 Example Street, Example Town, 1EX EX1 |
Ordinary £1 | 10 | £10 | 30/09/2022 | – |
| Joe Smith,
2 Example Street, Example Town, 1EX EX1
|
– | – | – | 30/09/2022 | 06/04/2023 |
Who can access the register of members?
Companies must keep the register of members available for public inspection at their registered office or SAIL address. Any business, organisation, or individual (including members of the general public) can formally request a company to inspect its register and make a copy of it.
Members of the company can access the register free of charge. However, for everyone else, companies may charge an administrative fee.
To inspect a company’s register of members, the person making the request must provide the following information to the company:
- Their name and address
- If the request is from an organisation, the name and address of the individual responsible for making the request on the organisation’s behalf
- The purpose for which they will use the information
- Whether they will disclose the information to anyone else—and if so, the name and address of the individual who will receive the information and how they will use it
Within 5 days of receiving a request to inspect or make a copy of the register, the company must either:
- comply with the request (if the inspection or copy is for a proper purpose)
- apply to the court to refuse access (if the inspection or copy is for an improper purpose)
If a company applies to the court, it must notify the person who made the request. Where the court is satisfied that the request is not for a proper purpose, it will direct the company not to comply.
Thanks for reading
The register of members is an essential document for any company. Maintaining an accurate and up-to-date register ensures compliance with the law and provides crucial information about the company’s ownership structure.
If you have any questions about this post, please comment below. Explore the Rapid Formations Blog for more limited company guidance and advice for small businesses.
