What is a register of members?

What it is

Every company registered in the UK must keep a register of its members under section 113 of the Companies Act 2006. For a company limited by shares, the members are its shareholders. For a company limited by guarantee, the members are the people who have agreed to guarantee the company.

The register matters because it is the legal record of who the members are. A person becomes a member when their name is entered in the register. Share certificates are evidence, but if there is a dispute, the register is where you start.

What the register must include

For each member, the register must show:

• their name and address
• the date they were registered as a member
• the date they stopped being a member, where that applies

For a company with share capital, it must also show:

• the number of shares held, and the class of each share if there is more than one class
• the amount paid, or agreed to be treated as paid, on the shares
• the share numbers, if the shares have them

If shares are held jointly, each joint holder's name must be entered. Old entries should be kept with a note of when they changed, so the register shows the history.

A company with only one member must also include a statement that it has only one member.

Where to keep it

There are two options:

1. Keep your own register at the company's registered office, or at another place notified to Companies House (called a SAIL address – single alternative inspection location).
2. Elect to keep the information on the public register at Companies House instead. Private companies can choose this. The information is then kept up to date through Companies House filings, and you no longer keep a separate register.

Most small companies keep their own register, often in digital form, alongside the other statutory registers.

Who can see it?

Members can inspect the register for free. Other people can also ask to inspect or receive a copy, usually for a fee, but they must give their name, address and the purpose of their request. A company can apply to court if it thinks a request is not for a proper purpose.

This is one reason many people prefer to use a service address rather than a home address on company records.

How it relates to other registers and filings

A company's statutory registers usually include:

• register of members
• register of directors (and directors' residential addresses)
• register of secretaries, if there is one
• register of people with significant control (PSCs)
• register of charges, for some older charges

Changes to shareholders are reported to Companies House on the next confirmation statement. New share issues are reported on form SH01 within one month. Changes to PSCs must be reported within 14 days.

Keeping it up to date

Update the register whenever:

• new shares are issued
• shares are transferred
• a member's name or address changes
• shares are bought back or cancelled
• a member dies and their shares pass to someone else

Not keeping the register is an offence for the company and every officer in default, and can be fined.

Common mistakes

• Never creating a register after incorporation.
• Updating share certificates but not the register.
• Losing the history of past members.
• Forgetting to update PSC information at the same time.

How Form My Company can help

Get your registers right from day one. All our formation packages include company registers, set up with your first shareholders. When your shareholders change, our Share Issue and Transfer service (£150) updates the registers, prepares the forms and issues new Share Certificates.

Frequently asked questions