What Is Required In My Members Register And Share Certificates?

Running a private limited company in the UK involves adhering to several legal formalities and record-keeping requirements. Two key areas company directors and secretaries need to stay on top of are maintaining an accurate register of members (which is another term for shareholders) and properly issuing share certificates. Falling short in these areas can lead to penalties from Companies House, challenges over share ownership and even potential criminal sanctions. This article will explain what details must be included in your company’s statutory members register and physical share certificate documents to ensure full compliance with UK corporate law.

The Statutory Members Register

Every UK private company, whether limited by shares or by guarantee, is legally required to keep a register of its members, recording key prescribed details about the individuals or entities who own shares. Under the Companies Act, companies can elect to maintain this register at Companies House, making it the definitive record of legal ownership and eliminating the need for a separate internal register.

At an absolute minimum, the following information must be entered into the company’s register for each registered member:

• their first name and surname;
• their service address;
• the date on which they were formally registered as a member;
• a statement of shares held, including number, class, share certificate numbers and amounts paid/unpaid on each holding; 
• for shares transferred, the name of the transferor and the date of registration of the share transfer; and
• for any members who cease to hold any shares, the date they ceased to be a shareholder.

The register should have alphabetical indices to easily trace members’ names, with closed and open sections for tracking historical resignations, transfers, and new share issues. While there are separate registers for transfers and allotments, it is advisable to reference these in the main register. This ensures clarity on how shareholders acquired their shares. Any changes, such as new allotments, must be entered promptly within 2 months of the event date.

Companies House inspectors can request to inspect and take copies of the members’ register when visiting company premises. The register is regarded as a key statutory book, and failing to properly maintain and update it is a criminal offence that can result in the company being fined and potentially struck off the official register.

Share Certificates

In addition to keeping the master members register, UK companies limited by shares must also provide each individual shareholder with a physical share certificate. This legal document certifies the shares they own.

The Companies Act specifies that share certificates must state the number of shares for the certificate to serve as evidence of title. Other essential requirements set out in the company’s articles of association include:

• company name;
• registered number; and 
• the shareholder’s details.

For instance, model article 24 outlines additional particulars that should be included, such as:

• the class of shares;
• any special rights or restrictions; and 
• whether the shares are fully or partially paid up. 

Share certificate documents should also typically include the relevant issue or transfer date, and many companies opt to include additional customised security design features, watermarks or company branding. The key is ensuring they contain the prescribed minimum share ownership details.

Moreover, it is crucial to maintain an organised and easily retrievable filing system that can reproduce the originals of any issued share certificates at any time. Moreover, shareholders are legally entitled to request replacement certificates, which must be provided promptly within mandated timeframes.

Once validly issued under an official company seal or signature, share certificates represent the core legal documentary evidence and proof of an individual’s shareholding status and ownership rights until any further transfer of those shares takes place.

Handling Share Transfers Correctly

Whenever existing company shares legally change direct ownership between different parties, known as a share transfer, this creates additional statutory documentation and updating requirements around registers and certificates.

You should accurately record when the outgoing member ceased holding the transferred shares and when the incoming member was registered as the new holder in the members register. Further, you must create updated share certificates to reflect the incoming transferee as the new legally registered shareholder.

Meanwhile, previously issued share certificates recording the former transferor as the owner should be cancelled and defaced. However, they must be safely retained as part of the company’s master records rather than destroyed. This allows a fully auditable trial.

Company Registers

When you incorporate a company in England and Wales, you must maintain a number of company registers at its registered office or at the Companies House. This template includes these company registers.

Download Now

Key Takeaways

UK companies must keep an official internal statutory register recording all member (shareholder) details. Additionally, the required register details include:

• names;
• addresses;
• shareholdings;
• share numbers; and 
• key dates.

Moreover, Companies House inspectors can demand to see the register, which must be accurate and updated. Individual share certificates certifying ownership must also be issued to all shareholders. Further, certificates require minimum prescribed particulars like names, addresses, share details and company info.

Ensure your company has robust internal processes and dedicated resources to diligently track all share ownership details via the members register. Simultaneously, you should promptly issue and maintain a valid share certificate – a fundamental legal requirement under the Companies Act. 

If you have further questions, our experienced corporate lawyers can assist as part of our LegalVision membership. For a low monthly fee, you will have unlimited access to lawyers to answer your questions and draft and review your documents. Call us today on 0808 196 8584 or visit our membership page.

Frequently Asked Questions

What core details must be included in a UK company’s statutory register of members?

The key prescribed details include the following:

• each member’s legal name;
• service address;
• date registered;
• statement of shareholdings/share numbers; and
• details of any share transfers.

How should companies handle share transfers from a documentation perspective?

For transfers, enter the dates and names of the transferor and transferee into the members’ register. Issue new share certificates to the incoming member, and cancel the old certificates, keeping them on file.