A Register of Members is a formal record that lists all shareholders in a company, including their contact details, shareholdings, and transaction history.
A Register of Members (also known as the Register of Shareholders) must include each shareholder's full name, address, number of shares held, share class, and the date they became a member.
It also records when shares were transferred or sold, creating a complete ownership history.
The precise list of what needs to be included on a Register of Members comes from legislation.
The Register of Members focuses specifically on share ownership, whilst other statutory books track different aspects like directors or company secretaries.
This register provides the definitive record of who owns what percentage of your company at any given time.
Company members can inspect the Register of Members at any time during business hours.
The public may also request to view it, though companies can charge a small fee for this service and may refuse requests deemed improper.
The Register of Members can be kept in physical book form or as electronic records, provided it's always up to date and accessible.
Every share transfer, new issue, or change in shareholding must be recorded promptly with proper documentation.
Failing to maintain an accurate Register of Members can result in fines from the relevant company registry.
More seriously, it creates legal uncertainty about share ownership, which could complicate future investment rounds or company sales.
The Register of Members must be updated whenever shares change hands, new shares are issued, or existing shares are cancelled.
These updates should happen immediately after the transaction is completed and properly documented.
The Register of Members must be kept at the company's registered office or another location within the jurisdiction, provided the relevant company registry is notified of the alternative address.