Register of Members: Contents, Location, Inspection, and Penalties

A UK company’s register of members is the statutory record of who owns the company, and under the Companies Act 2006 a person does not legally become a member until their name appears in it.¹ Every company registered under the Act must keep one. Courts, regulators, buyers in a sale, and the members themselves rely on it to settle questions of ownership, voting rights, and liability for unpaid share capital.

Who Counts as a Member

Membership arises in one of two ways. Subscribers to the memorandum at formation are treated as having agreed to become members, and their names are entered in the register when the company is incorporated. Everyone else becomes a member only once they have agreed to join and their name has actually been entered in the register.¹

The practical consequence catches people out. Agreeing to buy shares, paying for them, or receiving them by transfer is not enough on its own. Until the company records the name in the register, that person cannot vote, cannot receive a dividend as of right, and cannot sue as a member. The entry is what creates the legal status.

What the Register Must Contain

Section 113 of the Companies Act 2006 fixes the required entries. For every member, the register must record the name and address and the date on which the person was registered as a member. When a person stops being a member, the register must also record the date their membership ended.²

Companies with share capital carry more detail. Alongside names and addresses, the register must set out the shares each member holds, distinguishing them by number where applicable and by class where the company has issued more than one class. The amount paid up, or agreed to be treated as paid, on each member’s shares must also appear.² That last point matters because any shortfall between the nominal value of a share and the amount paid is a liability creditors can call on if the company is wound up.

A company with more than 50 members must also keep a separate index of members’ names, unless the register is already arranged in a way that works as an index.³

Single-Member Companies

Where a limited company is formed with one member, the register must record that fact alongside the sole member’s details. The same applies when numbers drop to one or rise from one: the register must note the change and the date.⁴ A missing single-member statement tends to surface in due diligence on a sale.

Trusts Are Not Recorded

For companies registered in England and Wales or Northern Ireland, no notice of any trust may be entered on the register, and the registrar cannot receive one.⁵ Even where shares are held on trust, the register records only the legal owner, and the company deals with the registered holder.

Where the Register Must Be Kept

The register must be available for inspection either at the company’s registered office or at a Single Alternative Inspection Location (SAIL) notified to Companies House.⁶ If the register has always sat at the registered office, no notification is needed; moving it to a SAIL or changing the SAIL address does require a filing with Companies House. The register can be kept digitally, so long as it is consistently available at the notified location.

The Central Register Alternative

Since 2016, private companies have been able to skip keeping their own register and instead have the information held on the central register at Companies House. It cuts administrative overhead but makes the information publicly visible.

The election requires unanimous consent from all existing members. The company then gives notice to the registrar with a statement containing the information currently required in the register, and any overseas branch registers must be discontinued and transferred first.⁷ Subscribers forming a new private company can make the election at incorporation. Public companies cannot use this route and must keep their own register.

Inspection and Copies

Members can inspect the register and any index free of charge. Non-members can inspect too, but pay a prescribed fee of £3.50 for each hour or part-hour.⁸⁹ Anyone, member or not, can request a full or partial copy on payment of the prescribed copying fee.

Requests must be made in writing and must state the requester’s name and address, the purpose for which the information will be used, and whether it will be passed on. If it will be shared, the request must identify the recipient and that recipient’s intended use.⁸ This proper-purpose test exists to stop member details being harvested for unsolicited marketing or unrelated commercial use.

The company then has five working days either to comply or to apply to court for an order that it need not do so. If the court finds the purpose improper, it can relieve the company and order the requester to pay costs. If the purpose is proper, the court orders access within a set period. A company that ignores a legitimate request without going to court risks being treated as in default.

Correcting a Wrong Register

Errors are fixed through a court application under section 125. The grounds are broad: the application lies whenever the register fails to include information it should, or includes information it should not.¹⁰ The common scenarios are a member left off after a valid share transfer, and a former member who remains on the register long after they left.

The person affected, any member, or the company itself can bring the application. The court can resolve disputed questions of title to the shares in the same proceedings, avoiding separate ownership litigation. Where financial loss has flowed from the error, the court can order the company to pay damages.¹⁰ A rectification order must be acted on at once, and Companies House notified where the central register is affected. Uncorrected entries tend to compound: wrong dividends, wrong voting outcomes, and a weakened register at the next transaction.

Penalties for Getting It Wrong

Enforcement was sharpened by the Economic Crime and Corporate Transparency Act 2023. A person who fails without reasonable excuse to comply with the obligations to provide or update member information commits a criminal offence, and officers of a company in default can be personally liable alongside the company.¹¹

The maximum penalties are:

On indictment, up to two years’ imprisonment, an unlimited fine, or both.
On summary conviction in England and Wales, imprisonment up to the general limit in a magistrates’ court, an unlimited fine, or both.
On summary conviction in Scotland, up to 12 months’ imprisonment or a fine up to the statutory maximum, with a daily default fine for continued non-compliance.
On summary conviction in Northern Ireland, up to six months’ imprisonment or a fine up to the statutory maximum, also with a daily default fine for continued non-compliance.

These penalties apply to the duties under sections 113D, 113E, and 113F of the Companies Act 2006 as inserted by the 2023 Act.¹¹ Separate offences cover the misuse of protected information taken from the register. Keeping an accurate, current register is a legal obligation backed by criminal sanctions, not just good housekeeping.

1
Legislation.gov.uk. Companies Act 2006 Section 112 – The Members of a Company
2
LexisNexis. Companies Act 2006 Section 113 – Register of Members
3
Legislation.gov.uk. Companies Act 2006 Section 115 – Index of Members
4
LexisNexis. Companies Act 2006 Section 123 – Single Member Companies
5
PwC Viewpoint. Companies Act 2006 Section 126 – Trusts Not to Be Entered on Register
6
Legislation.gov.uk. Companies Act 2006 Section 114 – Register to Be Kept Available for Inspection
7
PwC Viewpoint. Companies Act 2006 Section 128B – Right to Make an Election
8
Legislation.gov.uk. Companies Act 2006 Section 116 – Rights to Inspect and Require Copies
9
Legislation.gov.uk. The Companies (Fees for Inspection of Company Records) Regulations 2008
10
LexisNexis. Companies Act 2006 Section 125 – Power of Court to Rectify Register
11
Legislation.gov.uk. Economic Crime and Corporate Transparency Act 2023 – Register of Members