All companies are required to keep a Register of Members under the
Companies Act 2006.
For a small private company, a bound or lose leaf book can be used (for
larger companies software is available which can store the register and
provide a printout to form the written record).
The Register of Members must state:
- names and addresses of the members;
- the date on which each person was registered as a member; - the date at
which any person ceased to be a member;
- a statement of the shares held by each member, distinguishing each share
by its number (so long as the share has a number) and by its class (where
the company has more than one class of issued shares); and
- the amount paid or agreed to be considered as paid on the shares of each
The only change from the Companies Act 1985 is that joint holders of a
share are treated as a single member, so the register need only show a
single address although all their names must be stated in the register.
The register should never record or accept notice of a trustee’s position.
The register must be kept available for inspection at the company’s
registered office unless the company has registered a ‘Single Alternative
Inspection Location’ (or ‘SAIL’) with the registrar. Members may inspect the
register free of charge and all other persons must pay the prescribed fee.
The register must be available for inspection for a minimum two hour period
between 9am and 5pm on each working day. The Companies Act 2006 also now
requires those who wish to inspect or to be provided with a copy of the
register of members to provide their names and addresses, the purpose for
which the information will be used, and, if the access is sought on behalf
of a third party, similar information for them.
The company has a 5-day period within which either to comply with the
request to inspect/ provide a copy of the register or apply to the court
for relief from the obligation, if the company thinks the request has been
made for an improper purpose. If the court is satisfied that the access to
the register of members is not sought for a proper purpose, it will relieve
the company of the obligation to fulfil the request and may require that
the person who made the request pay the company’s costs. The court may also
require the company not to comply with other requests made for similar
purposes. If the court does not make an order, or the proceedings are
discontinued, then the company must immediately comply with the request.
Refusal to permit inspection is an offence for which every company officer
in default can be liable. This does not apply if the court has directed
that the company need not comply with the request. There are two new
offences in connection with the request for access to the register. First,
in relation to the new requirement to provide information in a request for
access, it is an offence knowingly or recklessly to make a statement that
is misleading, false or deceptive. Second, it is an offence for a person to
disclose to another person information from a company’s register of members
if that person knows or suspects that the other person may use the
information for a purpose that is not a proper purpose.
This document is in fixed field format. Simply press TAB to jump from one
field to the next and SHIFT + TAB to go back. Alternatively, use the mouse
to click from one field to the next.
If you are using Microsoft Office 2003 or older, the template can be
unlocked by clicking on the “Padlock” icon on the tool bar. To display the
“Padlock” icon click on “View” and then “Toolbars”. From the “Toolbars”
menu, select “Forms”.
Users of Microsoft Office 2007 must first click on the “Review” tab to
reveal the “Protect Document” button. From the “Permissions” panel that
opens, click on the “Stop Protection” button.
Once you have subscribed to the Corporate Document Folder click on the
“Download Document” button below. You will be asked what you want to do
with the file. It is recommended that you save the document to a location
of your choice prior to viewing.