Register of Members (Share Register)

Definition

Register of Members (Share Register)

A Register of Members, commonly referred to as a Share Register, is a mandatory record that UK companies must maintain. This register lists the company’s members (shareholders), along with vital information including their names, addresses, the dates they were registered as members, and the dates they may have ceased to be members. Additionally, for companies with share capital, the register details the number and class of shares held by each member and the amount paid for those shares.

Key Features:

• Evidence of Ownership: Entry in the register serves as proof of share ownership.
• Legal vs. Beneficial Ownership: The register lists legal ownership and not necessarily beneficial ownership, making it sometimes unclear who controls the shares.
• Public Access: According to the Companies Act 2006, the register must be open to inspection by members free of charge and by others for a small fee, on request.
• Court Application: Companies can apply to the court if they wish to decline an inspection request.

Examples

1. Company ABC Ltd.:

   • John Doe is registered as a member on 1st January 2021, holding 100 Class A shares. He ceased being a member on 1st January 2023. This information will be recorded in the Register of Members.

2. Lost Share Certificate:

   • Jane Smith loses her share certificate. She can obtain a replacement from the company upon providing proof of identity, thanks to the entry in the Register of Members.

3. Inspection Request:

   • A researcher requests to access the register for academic purposes. They apply in writing, explaining the reason for their request. The company can either allow the inspection or apply to the court to decline the request.

Frequently Asked Questions (FAQs)

What details are required in the Register of Members?

The register must include:

• Names and addresses of members
• Dates of membership registration and cessation
• For companies with share capital, the number and class of shares held, and the amount paid for them.

Is the Register of Members accessible to the public?

Members can inspect the register free of charge while non-members must pay a small fee. All requests must be made in writing with reasons provided, and companies can apply to the court to refuse such requests.

Can the Register of Members provide information on who controls the shares?

No, it records legal ownership but not beneficial ownership, so it might not always be clear who controls the shares.

Where must the Register of Members be kept?

It must be kept at the company’s registered office or another address notified to the Registrar of Companies.

What happens if a shareholder loses their share certificate?

A replacement can be issued by the company provided the shareholder proves their identity, supported by their entry in the register.

Related Terms

• Beneficial Ownership: The right to enjoy the benefits of ownership, even if the legal title of the property is in another name.
• Legal Ownership: The name in which property is registered and who has legal title to it.
• Companies Act 2006: An act of Parliament that forms the primary source of company law in the United Kingdom.
• Registered Office: The official address of an incorporated company, required by law for official correspondence.

Online References

• GOV.UK: Register of Members
• Companies House: Directors and Secretaries Registers
• Companies Act 2006

Suggested Books

• Company Law by Alan Dignam and John Lowry
• Gower’s Principles of Modern Company Law by Paul Davies and Sarah Worthington
• Sealy & Worthington’s Text, Cases, and Materials in Company Law by Sarah Worthington

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