What is the Register of Members?

Register of Members

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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 member.

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.

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