Register of shareholders

All companies must keep a register of shareholders. Make sure yours is in the right format and includes all the relevant information.

Requirement

Every company must keep a register of shareholders (also known as members).

The information that the Companies Act 2006 requires to be recorded for each shareholder is set out in the model. Companies will also need to record other information about their shareholders, for example e-mail addresses. However, as the register of shareholders is open to inspection by others, any additional information should be kept separately.

The register can be kept in hard copy or electronic format. If your company has more than 50 shareholders, you must also keep an index of names on the register (unless it is kept in an electronic format that can be re-ordered alphabetically).

The information on the register about each shareholder must be kept for at least ten years after they cease to hold their shares. It must be kept at the registered office, or other location nominated by the company for holding its statutory records. The register is open to inspection.

Shareholders’ addresses

Shareholders do not have to give their residential addresses for the register, the address can be any postal address (including a PO Box number). This gives shareholders a degree of privacy from those who inspect the register.

Sole shareholders

If your company only has one shareholder, this must be noted on the register along with the sole shareholder’s name and address and the date on which the company’s membership dropped to one (unless it has been a sole shareholder company since incorporation). This is in addition to the usual entries on the register for that shareholder. If the membership increases, note that the company is no longer a sole shareholder company on the register, and when this happened.

Special cases

If shares are held jointly, the names of both/all joint shareholders should be recorded in the register. They should be asked to specify whose name is recorded first, as only their vote will be counted in relation to the share(s). If they hold more than one share, they may opt to record their shares separately, with their names in a different order each time so they each get to vote.

If shares are held on trust, the name of the trustee should be registered as the shareholder.

Alternative for private companies

Private companies can opt to use the central register at Companies House, rather than keeping and maintaining their own register. When changes need to be made to the register, the company will have to file Form EH06 at Companies House.

Changes

A company that keeps its own register of shareholders needs to record changes as they happen. There is no need to inform Companies House each time there is a change in the membership, as this is submitted as part of the annual confirmation statement.