A shareholder register (or register of members) is a record of all the active and former owners of a company’s shares. Updated on a regular basis by the company owner or director, the shareholder register includes details of shareholders, such as their name, address, how many shares they own, what class, the price paid, when they became a member and when they ceased to be a member.
It is a fundamental document for a company because it details the ownership stake, broken down into the different shareholders. Shareholder registers are referred to as such in most parts of the world. The notable exception is the United States, where the register is called the shareholder list.
Is the Shareholder Register a legally required document?
Yes. The shareholder register is one of several statutory registers that a company owner or director must maintain as per the Companies Act 2006. It is a legal requirement that this Register of Members is recorded separate to your filings with Companies House. Maintaining the shareholder register is the responsibility of the company owner or director and company secretary, should the role exist. The shareholder register should be kept on your premises or a Single Alternative Inspection Location (SAIL) for inspection by Companies House at any time. Failure to keep such a shareholder register up to date can result in the company officers facing a fine.
How is a Shareholder Register formatted?
The shareholder register is divided into share classes, under which the shareholders in that class are listed in alphabetical order by last name. It also includes details of their most recent address for contact purposes. In some cases, a shareholder register might detail the history of all shares issued to individual shareholders over the past decade. It will additionally provide information about the transfer of shares, including the name of the person they were transferred to. Finally, it will detail the price paid for shares and, in scenarios in which the shares have not yet been fully paid, any unpaid amount that is due.
Do you need to tell Companies House if shareholder information changes?
While the shareholder register is kept on your premises, a copy of the information is also provided to Companies House at the time of incorporation and in yearly filings. It is important that the shareholder register information at Companies House is kept up to date. It should reflect the current state of your company in terms of share allocation. However, there are some provisos:
In the event that shareholder details change after incorporation, this need only be reported to Companies House at the time that you file your next annual confirmation statement. You do not need to file an early statement unless you so wish. This includes details such as shareholders leaving, joining, or dying.
Only shareholders who qualify as a people with significant control (PSCs) must ensure that their latest address is held by Companies House. Minority shareholders do not need to have their latest contact details constantly updated. (That’s good for a company with many small shareholders.)
Who is able to view a company’s Shareholder Register?
As per section 116 of the Companies Act 2006, anyone is able to ask to look at — and take a copy — of a company’s shareholder register. Shareholders may freely inspect the shareholder register, while members of the public may request to do so. In the latter case, the person asking to view the shareholder register must provide details on the purpose of looking at the shareholder register and the way that this information shall be used.
Companies can grant requests or ask a court to decline the request. They must decide how to proceed within five working days. There is relatively little guidance on what courts term “proper purpose.” Legitimate requests may involve, for example, investigations about corporate impropriety. Emphasis is placed on corporate transparency, shareholder democracy, and proper corporate governance.
How can SeedLegals assist with the Shareholder Register?
You can easily create a shareholder register using SeedLegals. To export your Register of Members, go to the Cap Table option on the SeedLegals platform. Next, click the three dots icon in the top right, and select Export share register (PDF).
You will also soon be able to complete your annual confirmation statement on our platform in one-click. Stay tuned.
If you have any questions about shareholder registers or would like to discuss the terms of any upcoming funding rounds, hit the chat bubble to talk to our team of experts or book a call with a member of the team.