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Register of Members – what is it?

What is the register of members?

The register of members is particularly important as it is the primary authority as to who the members (shareholders) of the company are and how many shares they hold. Every company must keep a register of its members, showing the following particulars:

• the names and addresses of the members;
• the number and type of shares held by each member, distinguishing each share by its number so long as it has one;
• the amount paid, or agreed to be considered as paid, on the shares;
• the date at which the person was registered as a member, and the date at which he or she ceased to be a member.

The register must be kept at the company's registered office, at Companies House or some other office notified to Companies House.

The register is prima facie evidence of the shareholders entitlement to shares and matters directed or authorised by the Companies Acts to be inserted in it. Consequently, entries must be kept up to date and should be made only in accordance with proper allotment or transfer procedures. In particular, no transfer of shares should be recorded unless the transfer is effected by a proper instrument of transfer, usually a stock transfer form on which the appropriate stamp duty has been paid.

The register of members however currently makes no reference to, and takes no account of, those who may have a secondary interest in the shares, e.g. someone to whom the shares have been offered as security for a debtor, or someone for whom the shareholder holds the shares on their behalf.

Note that the register of people with significant control (PSCs) records the beneficial ownership of shares if they fall within the remit of the PSC regime. Therefore if shares are held by nominees, the register of members will show the name of the nominee rather than the underlying beneficial owner; because the nominee is the legal owner of the shares. The beneficial  owner will be recorded in the PSC register (if the reporting threshold is met).

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