Harper James advises UK businesses on company secretarial records, including the statutory register of members required under the Companies Act 2006. A company’s share register records legal membership and must be kept accurately at the company’s registered office or another permitted inspection location.
The register should identify each member, their address, the date they became a member and, where relevant, the date they ceased to be one. For each shareholding, it should state the number and class of shares held, the amount paid or unpaid on those shares, and the share numbers where the shares are individually numbered. Companies with more than one share class should describe the rights attached to each class elsewhere in their statutory records, including the articles of association.
The register must be updated after an allotment of new shares, a transfer, a transmission following death or insolvency, a buyback, or a reduction of capital. A transfer is generally registered after the company receives a properly completed stock transfer form and any required supporting documents. The directors should check the articles of association and any shareholders’ agreement before registering it, because these documents may contain pre-emption rights or approval requirements.
The company should retain supporting documents, such as board minutes, allotment resolutions, share certificates, stock transfer forms and updated cap table records. A share certificate should normally be issued within two months of an allotment or registration of a transfer, unless the terms of issue provide otherwise. Companies House filings do not replace the register. For example, an allotment is reported using form SH01, while changes in the company’s statement of capital and shareholder information are reflected in the confirmation statement.
The register of members must be available for inspection in accordance with statutory procedures, subject to the applicable notice and access rules. It should also be reconciled regularly against the company’s articles, shareholder resolutions, Companies House records and share certificates. If an error is discovered, the company should establish what happened, approve the correction through the appropriate corporate process and consider whether a Companies House filing or court application for rectification is required. An accurate register supports funding rounds, share transfers, employee share schemes and due diligence by reducing uncertainty about who legally owns the shares.