Register of members
169 Register of members
General requirements
The register of members must contain the following information about each member:
the member’s name and address;
the date on which the entry of the member’s name in the register is made.
Index to register
If the company or scheme has more than 50 members, the company or scheme must include in the register an up‑to‑date index of members’ names. The index must be convenient to use and allow a member’s entry in the register to be readily found. A separate index need not be included if the register itself is kept in a form that operates effectively as an index.
Companies with share capital
If the company has a share capital, the register must also show:
the date on which every allotment of shares takes place; and
the number of shares in each allotment; and
the shares held by each member; and
the class of shares; and
the share numbers (if any), or share certificate numbers (if any), of the shares; and
the amount paid on the shares; and
whether or not the shares are fully paid; and
the amount unpaid on the shares (if any).
Transfers of shares are entered in the register under section 1071D. Section 1072E deals with the registration of trustees etc. on the death, incapacity or bankruptcy of the shareholder.
For the treatment of joint holders see subsection (8).
A CCIV’s register must also show the sub‑funds relevant to each share: see subsection 1222ZB(1).
The register does not have to show the amount unpaid on the shares (see paragraph (1)(f)) if:
all of the company’s shares were issued before 1 July 1998; and
the register continues to show the par values of the shares as they were immediately before 1 July 1998.
The register does not have to show the amount unpaid on the shares (see paragraph (1)(f)) if:
all of the company’s shares were issued before 1 July 1998; and
the company is not a listed company.
Non‑beneficial ownership—companies other than listed companies
The register of a company that:
has a share capital; and
is neither a listed company (within the meaning of section 603) nor a company covered by an order under section 707;
must indicate any shares that a member does not hold beneficially.
See also section 1072H (in particular, subsection 1072H(8) which contains relevant presumptions about beneficial ownership).
In deciding for the purposes of subsection (5A) whether a member holds shares beneficially or non‑beneficially, the company is to have regard only to information in notices given to the company under section 1072H, 672B or 672C.
Proprietary companies that have made CSF offers
The register of a proprietary company that has made one or more CSF offers must also show:
the date on which every issue of shares in the company pursuant to each CSF offer takes place; and
the number of shares issued pursuant to each CSF offer; and
the shares issued to each member pursuant to each CSF offer; and
the date on which an entity ceases to be a CSF shareholder of the company for a particular share in the company;
during any period in which the company has one or more CSF shareholders.
Registered schemes
The register of a registered scheme must also show:
the date on which every issue of interests takes place; and
the number of interests in each issue; and
the interests held by each member; and
the class of interests; and
the amount paid, or agreed to be considered as paid, on the interests.
Former members
A register of members must also show:
the name and details of each person who stopped being a member of the company or scheme within the last 7 years; and
the date on which the person stopped being a member.
The company or scheme may keep these entries separately from the rest of the register.
Joint holders
For the purposes of this section:
2 or more persons who jointly hold shares in the company or interests in the scheme are taken to be a single member of the company or scheme in relation to those shares or interests; and
2 or more persons who have given a guarantee jointly are taken to be a single member of the company.
They may also be members of the company or scheme because of shares or interests that they hold, or a guarantee that they have given, in their own right or jointly with others.
This Act’s bill:Explanatory memorandumSecond reading speech
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