What is a register of members? A guide for UK limited companies

A register of members is a record of all your company’s current and past shareholders or guarantors.

What is a register of members?

The register of members is a list of your company’s past and present shareholders, if your business is a company limited by shares. If you happen to be a company that is limited by guarantee, then the register of members is a list of past and present guarantors.

It’s essentially a spreadsheet that you keep up to date, and it acts as evidence of who owns or controls the company.

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Is a register of members a legal requirement?

Yes. It’s a legal requirement under section 113 of the Companies Act 2006 that every company must keep a register of its members.

Register of members vs PSC register: what’s the difference?

You used to have to keep a separate register of People with Significant Control (PSC). That’s anyone who meets at least one of the 5 PSC conditions, such as holding greater than 25% of the shares or voting rights.

However, it’s no longer required that you keep a standalone local register of PSCs. Instead, this information is updated automatically at Companies House when you declare the relevant PSC information.

What information must a register of members contain?

On your spreadsheet, you should have columns for each person’s:

• Full name
• Correspondence address (which also acts as a service address)
• Date that they were entered on the register
• Date they ceased to be a member (when applicable)

Companies limited by shares

If your company is limited by shares, then you also need to include additional information. You need to set out details of their shares, which includes:

• The number and class of the shares they hold
• Share certificate numbers, if applicable
• The amount they paid for the shares

Companies limited by guarantee

If your company is limited by guarantee, then you must also include the amount that each member has agreed to contribute if the company is wound up.

Why is the register of members important?

The register of members is the document which proves ownership of shares in the company.

It’s important because occasionally disputes arise over who owns which shares, and in which proportions. The register is the prime evidence of share ownership.

All other methods (such as share certificates) are simply reporting what is supposed to be recorded in the register of members. In a dispute, a court would look at the evidence in the first instance, which is the register itself.

Where must a register of members be kept?

You must keep your register of members at the company’s registered office address, or a single alternative inspection location (SAIL address). Practically speaking, this is easy to do if your register of members is stored electronically, but you must also be able to produce it in hard copy form (i.e., printed out) if requested.

It becomes more of an administrative burden if you’re keeping a hard copy file, so if you’re just starting out with your company, begin your register of members electronically.

There’s no need to file your register at Companies House. But any information about your shareholders will be reflected in your annual confirmation statement, which is submitted to Companies House once a year.

Who can inspect a register of members?

It may come as a surprise, but anyone is technically allowed to inspect your register of members. It could be a business, an organisation, or any member of the public. There is a requirement that they have a ‘proper purpose’ though. For example, a shareholder may want to organise support for a resolution, for which they need information about the other shareholders.

Note that a person can’t just walk into your office and demand to see your register of members. They have to make a formal request, and in the request, they must tell you:

• How they intend to use the information
• If they plan to disclose the information to anybody else
• Who they plan to disclose it to

For this reason, you need to be careful about the information that is on the register of members. You should only include the statutory information that we listed earlier.

It may be tempting to include additional information, like email addresses or dividend mandate instructions, but this could be a breach of the UK General Data Protection Regulation (GDPR) if it’s disclosed. If you want to keep this information, keep it on another spreadsheet that isn’t the official register and cannot be disclosed.

Members of the company can access the register for free, but you can charge an administrative fee to everybody else.

When must you update your register of members?

Your register of members is a living document, and the changes to shareholdings usually only take effect once the register of members is updated. Information that you may need to update regularly includes:

• A person being issued new shares in the company
• A shareholder transfers their shares to another member
• There’s a reorganisation of company shares

Who is responsible for keeping it up to date?

All ‘officers’ of the company are collectively responsible for keeping the register of members up to date. That means that all the directors and the company secretary (if you have one) have a shared responsibility here.

In practice, you’ll probably delegate the responsibility to one person to avoid any confusion. If you have a company secretary, then this job usually falls within their remit. If not, you can give the job to a director to make sure that it is kept up to date. Be aware that delegating the responsibility does not mean that you’re off the hook if it’s not done. Given that it’s a collective responsibility, all directors are liable for any breach.

What are the consequences of not maintaining a register of members?

The consequences can be quite serious. Failing to maintain a register of members is a breach of a legal requirement. It can lead to fines of up to £1,000 for the company and each of its officers. Officers could also face “daily default fines” of up to £100 per day for every day that the breach continues.

There are practical issues too, especially when it comes to selling your company. You might not be thinking about sale just yet, but you probably want it as an option for your exit strategy at some point. If you haven’t kept your register of members up to date, it will be flagged during the due diligence process and could impact the value of your company.

It will also affect your shareholders’ entitlement to the sale proceeds. If the register hasn’t been kept up to date, some shareholders could miss out on what’s due to them as members of the company.

Given that it is fairly run-of-the-mill record keeping, it’s not worth the risk of being in breach.

Changes to the register of members under the Economic Crime and Corporate Transparency Act 2023

On 26 January 2026, it became mandatory for all companies to create and maintain their own register of members at their registered office or SAIL address. This obligation was brought in by the Economic Crime and Corporate Transparency Act 2023 (ECCTA).

The legislation also introduced more stringent rules on what to include in the register. For example, there’s now a requirement to enter an individual’s full legal name and surname, which removed any doubt about what was acceptable to write in the ‘name’ section.

Before this, companies could hold their register of members at Companies House. But now, any company that previously used the central register must now create their own.

How to set up and maintain your register of members

If you’re setting up a brand-new limited company, then we’d recommend that you keep an electronic register of members.

In theory, you could keep a hard copy register, but this is not quite so easy to update and keep in a safe place. A spreadsheet is much more practical.

If you need any help keeping your statutory registers up to date, our Hassle-Free Compliance Service take this admin off your plate.