Cap Table: What it is and why you need one
A capitalisation table shows who owns what in a company. We explain what a cap table is, why startups need one, and the...
Companies House refers to it as a register of members, but most people call this document a shareholder register. It’s a legally required document that all companies in the UK must keep. In this article, we’ll go into detail about what a shareholder register is and why you need one. We’ll also tell you how to automatically create and manage your own.
A shareholder register (aka register of members) is a record of all the active and former owners of a company’s shares. A shareholder register includes the following details:
Yes. Every company needs a shareholder register because it’s a legally required document. It’s one of several statutory registers that a company owner or director must maintain, according to the Companies Act. The six statutory registers named in the Companies Act are:
It’s the company’s responsibility to keep its own shareholder register. A company founder or director will usually be the one who is responsible for maintaining it. The shareholder register must be kept up to date to ensure that all current shareholders are recorded. It shows the number of shareholders in each class of shares and acts as proof of ownership.
Companies House can ask to inspect your shareholder register at any time, so it must be kept up to date and on your company premises or a Single Alternative Inspection Location (SAIL).
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 also provide information about the transfer of shares, including the name of the person they were transferred to.
A shareholder register is compiled in a simple table format. Below is an example of an imaginary company’s shareholder register that was created on SeedLegals.
As you can see, it includes important information such as the title of the document, company name and date of incorporation. There are seven columns in this shareholder register:
When you incorporate your company, you’ll give Companies House a copy of your shareholder information. After that, you’ll send the register, updated if necessary, once a year to Companies House. The shareholder information includes details such as:
If shareholder details change after you’ve incorporated the company, you only need to report this to Companies House when you file your next annual confirmation statement.
According to the Companies Act 2006 (updated 2016), anyone can ask to look at – and take a copy of – a company’s shareholder register.
You must allow shareholders to inspect the shareholder register whenever they ask. Members of the public can request to see it too.
If a member of the public asks to view your shareholder register, they must give details on their purpose – why they want to view it – and how they will use the information. You can either grant access or ask a court to decline the request. You must decide on how to proceed within five working days of the request.
There’s relatively little guidance on what courts would decide is ‘proper purpose’. Legitimate requests could involve, for example, investigations about corporate impropriety.
You can create and maintain a shareholder register yourself using any document you can export as a PDF (so that you can file it with Companies House). Or, You can use SeedLegals to easily create and maintain a shareholder register. If you have a Seedlegals account, you can manage all your shareholder information (including your cap table) in one place. To make it as fast, easy and error-free as possible, when your shareholdings change, your cap table and shareholdings are automatically updated.
To export your register of members on SeedLegals: