A register of members is the statutory record every UK company must keep under the Companies Act 2006 identifying its legal owners. Section 127 gives it real weight: it is prima facie evidence of who owns shares, so a court treats it as proof of membership unless stronger evidence displaces it. The register decides who votes at meetings, who receives dividends, and who counts as a shareholder for legal purposes. Getting it wrong produces consequences that run from fines on the company and its officers to court-ordered corrections.
What the Register Must Contain
Section 113 of the Companies Act 2006 sets the minimum content. For each member, the register needs a name and address, the date the person became a member, and (if they later leave) the date they ceased to be one.1Croner-i. Companies Act 2006 Section 113 – Register of Members Those dates matter more than people expect. They create an audit trail that tax authorities and investigators rely on, and they settle disputes about who held shares on a particular date.
Companies with share capital must record more. Alongside each member’s name, the register must show the shares held (distinguished by share number where applicable), the class of shares (ordinary, preference, or otherwise), and the amount paid or treated as paid on each share.1Croner-i. Companies Act 2006 Section 113 – Register of Members These figures usually come from formation documents or from transfer forms completed during later transactions. Where different share classes carry different rights, the register is where those distinctions are formally recorded.
A company with more than 50 members must also keep a separate index of members’ names, unless the register itself is already arranged so that it functions as an index. The index must let someone locate a particular member’s entry quickly, and any change to the register must be reflected in the index within 14 days.2Legislation.gov.uk. Companies Act 2006 – Section 115 Index of Members The index has to stay at the same location as the register.
Where the Register Must Be Kept
The default location is the company’s registered office, the address on file with Companies House.3GOV.UK. Company Registers A company can instead keep it at a Single Alternative Inspection Location, or SAIL, provided the SAIL sits in the same part of the UK as the registered office (England and Wales, Scotland, or Northern Ireland).
Moving records to a SAIL is not a quiet switch. The company must notify Companies House, and any later move back to the registered office needs a further notification.3GOV.UK. Company Registers Statutory registers can even be split between the two addresses, so long as Companies House knows which records are where.
Whichever location the company has declared, the register must be available for inspection during business hours. Public companies must open it for at least two hours between 9 a.m. and 5 p.m. on every working day. Private companies have the same two-hour minimum, but someone wanting to inspect must give advance notice. Failing to keep the register where it should be, or refusing access, exposes the company and its officers to fines.
Who Can Inspect and What It Costs
Members can inspect the register and the index free of charge. Non-members can inspect too, but the company may charge a prescribed fee.4PwC Viewpoint. Companies Act 2006 Section 116 – Rights to Inspect and Require Copies Under the Companies (Fees for Inspection of Company Records) Regulations 2007, the inspection fee is £3.50 per hour or part of an hour.5Legislation.gov.uk. Companies (Fees for Inspection of Company Records) Regulations 2007 Anyone can also request a copy of all or part of the register on payment of the prescribed fee.
The request itself has to meet specific requirements. Section 116(4) says anyone seeking to inspect or copy the register must give the company their name and address, the purpose the information will be used for, and whether it will be disclosed to anyone else. If disclosure is intended, the request must identify that person and explain how they plan to use it.4PwC Viewpoint. Companies Act 2006 Section 116 – Rights to Inspect and Require Copies That detail supports the proper purpose test.
Under the proper purpose test, a company can refuse a request if the stated purpose is not legitimate, which stops people mining shareholder data for unsolicited marketing or other uses unrelated to a genuine interest in the company. Once a valid request arrives, Section 117 gives the company five working days to either comply or apply to a court for an order that it need not comply.6Croner-i. Companies Act 2006 Section 117 – Register of Members: Response to Request for Inspection or Copy Miss the window and the company risks a court order compelling access and penalties for its directors.
Updating After Transfers and Allotments
When shares change hands by transfer, the company must either register the transfer or notify the buyer of its refusal, with reasons, within two months of the transfer documents being lodged.7Croner-i. Companies Act 2006 Section 771 – Procedure on Transfer Being Lodged Most companies process routine transfers well inside that period, but the two months is the legal backstop. The entry on the register is what gives the new holder legal standing as a member. Until the register is updated, the buyer cannot vote or receive dividends.
Newly issued shares work on a similar clock. When a company allots shares, it must have the share certificates completed and ready for delivery within two months.8PwC Viewpoint. Companies Act 2006 Section 769 – Duty of Company as to Issue of Certificates on Allotment The administrative work means adding the new member to the register (or updating an existing member’s holdings), adjusting share numbers, and issuing a certificate.
A share certificate confirms the register entry, but the two are not the same thing. The certificate is useful evidence for the shareholder; if a certificate and the register ever disagree, the register wins. That ranking is one of the most commonly misunderstood points in ownership disputes. The register is the legal record. The certificate is a convenient representation of it.
Fixing Mistakes: Court Rectification
Names get misspelled, transfers go unrecorded, people appear on the register who should not. Section 125 of the Companies Act 2006 provides the fix. Where the register omits information it should contain or includes information it should not, three categories of applicant can ask a court to order rectification: the person directly affected, any member of the company, or the company itself.9LexisNexis. Companies Act 2006 – Section 125 Power of Court to Rectify Register
This matters because companies sometimes resist updating the register after a dispute. If a company refuses to record a legitimate transfer, or wrongly removes someone, the affected person is not stuck with that outcome. A Section 125 application can compel the correction and order compensation for any loss caused by the error or delay. The availability of that remedy tends to keep companies prompt about processing transfers.
The Central Register Option for Private Companies
Private companies have a choice public companies do not. Instead of keeping their own register, a private company can elect to hold its membership information on the central register at Companies House.3GOV.UK. Company Registers That shifts the administrative work away from the company, which can suit smaller firms without a dedicated company secretary.
The information requirements do not shrink. The same data that would appear in a private register (names, addresses, shareholdings, dates) must be filed with Companies House instead. The practical change is that the details become publicly searchable rather than sitting in a binder at the registered office. A company that would rather keep its membership information less accessible is usually better off maintaining its own register and handling inspection requests one by one. A company that has elected the central register can switch back, but the transition requires notifying Companies House and reconstituting a private register with current information.