Where To Find Register Of Members

What is a annals of members?
What information needs to exist kept in the register of members?
How should the register of members exist maintained?
Who can inspect the register of members?
When is it necessary to update the annals of members?
Do I need to inform Companies Business firm when I update the register of members?
What happens if the annals of members is non maintained?

Every limited visitor must have a annals of members and ensure it is kept up-to-date at all times. In this blog, we volition take a expect at the nuts of how the register of members works, what must be included, and when to update it.

What is a register of members?

As per department 113 of the Companies Deed 2006, every limited visitor is obliged to keep a register of all its shareholders, also known as members, in a document called a annals of members. This forms ane of a prepare of different company registers which all demand to be maintained.

The register of members is arguably the most important statutory register which companies limited by shares are required to keep. It contains information on past and nowadays shareholders*, providing a continuous tape of ownership since the company's incorporation.

A person is not legally considered to be a visitor shareholder until their name is entered into the register of members. Although a share document is an important document to record share ownership, it is actually the annals of members which serves as evidence of a member'southward shareholdings.

* Guarantors, in a company limited by guarantee.

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What information needs to be kept in the annals of members?

The following details must be stored and regularly updated in a visitor'southward annals of members:

names and addresses of all the members
the date on which each person was registered every bit a fellow member
the date at which whatever person ceased to be a member

In the case of a visitor having a share capital, at that place must be entered in the register, with the names and addresses of the members, a statement of:

the shares held by each member, distinguishing each share –
- by its number (so long every bit the share has a number), and
- where the company has more than 1 class of issued shares, by its class, and
the amount paid or agreed to be considered as paid on the shares of each member.

Other details which must be recorded in this certificate include:

If the visitor has converted any of its shares into stock, and given notice of the conversion to Companies House, the amount and grade of stock held by each fellow member instead of the amount of shares and the particulars relating to shares.
In the instance of joint holders of shares or stock in a company, the company'due south register of members must state the names of each joint holder. However, only the address of one of these joint holders needs to be recorded.
In the case of a company that does not have a share capital letter but has more than than one form of members, with the names and addresses of the members, a statement of the form to which each member belongs.
Details of any transfer of shares.
Details of allotments of new shares.
Details of whatsoever shares held in treasury.

Any changes to the information set out above must be reflected in the register of members.

How should the register of members exist maintained?

The register of members takes the form of a written or electronic certificate. Under department 1135 of the Companies Act 2006, statutory registers "may be kept in hard copy or electronic form [capable of being reproduced in hard re-create class]".

Traditionally, the annals of members had to be available for inspection at the company'southward registered office, or a single alternative inspection location (SAIL). But since June 2016, individual companies accept been immune to cull to send information usually kept in their own certain statutory registers, to the registrar of companies, to be kept on the public register at Companies House.

Who can inspect the register of members?

Under department 116 of the Companies Act 2006, whatever person may inquire a company to inspect its register of members, likewise equally ask for a copy. This non just includes other members of the company just also the general public.

Members should be allowed to encounter the annals of members without any fee. But the company is immune to charge non-members an assistants fee.

Anyone who requests to inspect the register of members must provide the following data equally part of their request:

in the case of an individual, their name and address
in the case of an arrangement, the name, and address of an private responsible for making the request on behalf of the organisation, such as a company director
the purpose for which the information being requested is to be used
whether the information will exist disclosed to any other person, and if so:
- where that person is an individual, his proper name and accost,
- where that person is an organisation, the name and accost of an private responsible for receiving the information on its behalf, and
- the purpose for which the information is to exist used by that person.

Inside five working days of receiving a request under section 116, the company must either comply or, if it believes the asking is not made for a 'proper purpose', apply to a court to pass up the asking.

Notation: The annals of members is sometimes used by auditors or as part of a due diligence process, to confirm details of the shareholders, or as function of a wider investigation.

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When is it necessary to update the annals of members?

It is good practice to regularly update the register of members. In particular, information technology should be amended when:

A shareholder officially changes their name past marriage or deed poll. Evidence of the proper noun change should exist obtained before amending a proper noun.
A shareholder changes their principal address.
New shares are issued to either new or existing members.
Shares are transferred to a new shareholder, east.chiliad. if they are sold or inherited.
There is a reorganisation of visitor shares, e.g. consolidation or subdivision, etc.

It should exist updated as presently as possible afterwards the visitor directors are made aware of the relevant changes.

Exercise I demand to inform Companies House when I update the register of members?

For companies that maintain their own annals of members, at that place is no requirement to immediately update company information held by Companies House. But if at that place is a change to the register of members, this should be reflected in the annual confirmation statement.

If the register of members is being maintained by Companies House, then this needs to be updated as soon as possible.

What happens if the register of members is non maintained?

Failure to maintain the register of members will issue in an offence having been committed by the visitor and each officer (i.e. directors and the visitor secretary).

Breach of the requirement to maintain statutory registers can result in fines of up to £v,000. Additionally, there is a risk of the officers beingness institute to accept breached their duties, and further penalties being imposed.