A Guide to the Register of Members

Table of Contents

It’s essential to have an understanding of the different registers that you should be keeping for your limited company. In this post, we take a comprehensive look at the register of members – also referred to as the register of shareholders. Let’s get started.

What is the register of members?

The register of members is a document – this can be physical or digital – that details the key information about a company’s members and the shares that they hold (if the company has a share capital).

Keeping and maintaining a register of members is not optional, as it is a requirement of the Companies Act 2006. Failure to keep an up-to-date register of members can result in the company and its directors and secretaries (if any have been appointed) being fined.

Whilst the register does not have to be filed with Companies House, certain information contained within it (such as shareholding details) is shared via the confirmation statement.

Why is the register of members important?

As well as being necessary to keep a company compliant, the register of members is fundamental to the legality of an individual or a corporate entity actually being a shareholder.

If a shareholder is not entered into the register of members, they cannot be considered a shareholder. Shares may have been bought, stock transfer forms completed and share certificates issued. But if the shareholder in question has not been added to the register, they are not a shareholder. This is a matter of law.

The register of members should present share and shareholding information in a simple, palatable way – even in instances where a company has a complex share structure. Being able to tell this ‘story’ also gives the register of members a functional purpose.

Shareholders, members and guarantors… and subscribers

If a company has a share capital, the term ‘member’ is interchangeable with ‘shareholder’. They are the same thing. You would not use the term ‘guarantor’ in a company with a share capital.

If a company does not have a share capital, the term ‘member’ is interchangeable with ‘guarantor’. They are the same thing. You would not use the term ‘shareholder’ in a company without a share capital.

‘Member’ applies to all company types – ‘shareholder’ and ‘guarantor’ don’t.

‘Subscriber’ is the term used to describe a company’s very first shareholder(s) or guarantor(s), and can apply to companies with and without a share capital.

Subscribers are put in place at the time of a company’s incorporation. Only members named at this time can be described as subscribers.

What information should the register of members include?

The information you must keep and update on your register of members depends on whether or not your company has a share capital.

1. For a company with a share capital (such as a private company limited by shares)

You will need to include the following:

Names of all shareholders
Addresses of all shareholders (this can be a generic contact address, it does not have to be a residential address)
The number of shares held by each individual shareholder
The class of shares held by each individual shareholder
The total paid on each share (or the total agreed to be paid)
The date on which the shareholder was registered (this being the date that they were added to the register of members)

Other details that you may need to provide (for a company with a share capital)

The above information will suffice for the majority of companies (with a share capital), however, the Companies Act 2006 also specifies other information that some companies may need to provide:

“If the company has converted any of its shares into stock, and given notice of the conversion to the registrar, the register of members must show the amount and class of stock held by each member instead of the amount 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 state the names of each joint holder (however, only one address is required)”

Updating the register of members (for a company with a share capital)

You should update the register when:

Shares are transferred
New shares are added to the company
The shares in the company are reorganised (for example, they are consolidated)
A shareholder’s name changes (for example, they get married)
A shareholder’s address changes

When existing shares are transferred, entries for current shareholders will need to be updated with their new share total.

If a shareholder is transferring all of their shares, the date they ceased to be a shareholder (this being the date that the register of members was updated) needs to be added.

If shares have been given to new shareholders, their information must be applied to the register.

Also, when new shares are added, entries for existing shareholders will need to be updated with their new share total. Again, if shares have been given to new shareholders, their information must be applied to the register.

Likewise, when shares are reorganised, the entries for the shareholders whose shares have been impacted will need to be updated.

2. For a company without a share capital (such as a private company limited by guarantee)

You will need to include the following:

Names of all members
Addresses of all members
The date on which the member was registered (this being the date that they were added to the register of members)

Other details that you may need to provide (for a company without a share capital)

The above will suffice for the majority of companies (without a share capital); however, the Companies Act 2006 also specifies other information that some companies may need to provide:

“In the case of a company that does not have a share capital but has more than one class of members, there must be entered in the register, with the names and addresses of the members, a statement of the class to which each member belongs.”

Updating the register of members (for a company without a share capital)

The register of members needs to be updated as and when new members join and leave, with the necessary dates being added.

Has your company got just one member or more than 50 members?

If your company has just one member, your register of members should include a note stating this fact.

If the number of members ever increases, this note should then be updated. The note should be updated again if the number of members ever goes back down to one.

On the other hand, if your company has more than 50 members, your register should include an index of member names – unless the register itself is already in index form (so the members are clearly listed in alphabetical order, see our example below).

Who is responsible for keeping and maintaining the register of members?

If your company has a company secretary appointed, it is their responsibility to look after the register of members. If there is no secretary (it is an optional appointment), it is the responsibility of the director(s).

Where should the register of members be kept?

The register should be kept at the company’s registered office address, or alternatively, at its single alternative inspection location (SAIL), if one is in place.

As mentioned, the register can be stored digitally, so the actual storage should not be too impractical. It simply means having access to a computer that in turn has access to the register.

Who is allowed to see the register of members?

Anyone should be allowed to inspect the register and be provided with a copy of it upon request.

Members of the company must be granted access for free. You are, however, allowed to charge non-members an administration fee.

You should be provided with the following information for the person/organisation making the request:

Name (if an organisation, the name of the individual responsible for the request, and the name of the organisation they are working on behalf of)
Address
The reason why the information has been requested
Whether the information will be disclosed to anyone else (if the answer is yes, you can request the name and address of that person/organisation, and the reason why they want to see it)

You should then provide access to the register within 5 working days of receiving the request. If you feel that the reason given for the request is not a ‘proper purpose’, you may apply to a court to refuse the request.

What should the register of members look like?

There’s no set template for the register of members. All that’s necessary is that the required information is included. The following format would be acceptable:

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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