Harper James advises ambitious UK businesses on company ownership, shareholder rights and corporate records under the laws of England and Wales. A company ownership audit confirms who owns shares, who controls voting rights and whether the company’s statutory records match the commercial position.
Start with the register of members, share certificates, articles of association, shareholder agreements and the latest confirmation statement filed at Companies House. Add board minutes, subscription agreements, investment documents, share purchase agreements, declarations of trust and records of transfers or buybacks.
Compare these documents against the current cap table. Check each shareholder’s name, address, number and class of shares, allotment date, certificate number and voting rights. Record discrepancies rather than correcting documents informally. The register of members is the primary evidence of legal share ownership, while the Companies House record provides important public information but is not a substitute for the company’s internal register.
Review each person or organisation with significant control, including individuals who hold more than 25% of the shares or voting rights, control the board, or exercise control through another arrangement. Trace ownership through corporate shareholders and identify nominee arrangements, trusts, joint ownership and shareholders acting together.
The Companies House reforms are placing greater emphasis on identity verification and accurate company information, so an ownership audit should include a review of PSC records and filing history. For a practical overview of related corporate checks, see this guide to company secretarial records. Confirm that any required PSC updates, share allotments, transfers and confirmation statement changes have been filed within the relevant time limits.
Ownership is more than a percentage on a spreadsheet. Read the articles and shareholder agreement to identify pre-emption rights, drag-along and tag-along provisions, reserved matters, voting thresholds, transfer restrictions and rights attached to different share classes. Check whether an investor has consent rights or a veto that gives practical control without majority ownership.
Reconcile outstanding options, warrants, advance subscription agreements and convertible instruments with the issued share capital. Include EMI options and growth shares in the fully diluted cap table, while distinguishing between rights already exercised and rights that remain conditional. This gives the board a reliable basis for fundraising, an exit, an employee share plan or a dispute between shareholders.
Prepare an exceptions list showing the issue, affected document, legal or commercial impact, owner and deadline. Common remedies include executing a replacement stock transfer form, issuing a missing share certificate, approving an allotment by board resolution, updating the register of members, correcting a PSC filing or documenting a shareholder waiver. Some corrections require Companies House filings, tax analysis or shareholder consent, so sequence the work before making changes.
Finish with an ownership pack containing the signed registers, resolutions, certificates, cap table, PSC analysis and a record of unresolved points. Review it after every funding round, share transfer, option grant, buyback or reorganisation. A company secretarial service or a corporate solicitor can then keep the records aligned as the business grows, rather than recreating the ownership history during a transaction.