Register of Members: The Only Statutory Register Your Company Still Needs

Every UK company must maintain a register of members — a formal record of everyone who holds shares in the company. If you're an owner-director of a micro company, that register probably has one entry: you. But the legal requirements are the same whether you have one shareholder or a hundred.

Since November 2025, this register matters more than ever. The ECCTA reforms abolished most local statutory registers, making the register of members the only one your company is still legally required to keep.

What Changed in November 2025

Before the Economic Crime and Corporate Transparency Act (ECCTA) reforms took effect in November 2025, UK companies had to maintain several statutory registers locally:

• Register of directors
• Register of directors' residential addresses
• Register of secretaries
• Register of people with significant control (PSC register)
• Register of members

The reforms moved responsibility for directors, secretaries, and PSC information to Companies House, which now holds that data centrally. Companies no longer need to maintain local copies of those registers.

The register of members was not affected. It remains a mandatory local register that every company with share capital must maintain under the Companies Act 2006.

What the Register of Members Must Contain

The requirements are set out in sections 113–123 of the Companies Act 2006. For each member (shareholder), you must record:

• Name and address — the shareholder's full name and service address
• Date they became a member — when they were entered on the register (for subscribers, this is the date of incorporation)
• Date they ceased to be a member — if they've transferred all their shares or otherwise stopped being a member
• Number and class of shares held — recorded separately for each share class (e.g., 100 ordinary shares, 50 preference shares)
• Amount paid or unpaid on shares — for most micro companies with shares issued at par value and fully paid, this will show the full nominal value as paid with nothing unpaid

If your company has converted shares to stock, the register must record the amount and class of stock held instead. In practice, almost no micro companies have stock — this applies mainly to older or larger companies.

Where to Keep It

The register of members must be kept at one of two places:

1. Your company's registered office address, or
2. Your company's SAIL address (Single Alternative Inspection Location), if you've notified Companies House of one

You cannot keep it at a random address. If you move the register to a SAIL address, you must file a notice with Companies House within 14 days.

Inspection rights: Any member of the public can request to inspect your register of members. You must make it available within 5 working days of receiving a proper request. You can charge a fee, but you cannot refuse a valid request. In practice, inspection requests for micro companies are extremely rare — but the obligation exists.

When to Update It

The register must be kept up to date. The Companies Act does not specify an exact number of days for updating the register itself, but failing to maintain it accurately is an offence — so update it promptly whenever a share event occurs. Common events that trigger an update:

• Share allotment — new shares issued to an existing or new shareholder
• Share transfer — shares transferred from one person to another (e.g., selling shares, gifting shares to a family member)
• Change of shareholder details — name change or new address
• A member ceasing to hold shares — all shares transferred away or shares cancelled

Note that while the register itself has no specific statutory deadline, related obligations do: new share certificates must be ready within two months of an allotment (s.769) or a transfer (s.776), and PSC changes must be notified to Companies House within 14 days. Keeping the register current ensures these related deadlines aren't missed.

Penalties for Non-Compliance

Sections 113–123 of the Companies Act 2006 create several offences related to the register of members:

• Failing to maintain the register — the company and every officer in default commits an offence
• Failing to update within the required period — same liability
• Refusing a valid inspection request — the court can compel inspection and the company faces a fine
• Making false entries — a more serious offence, though rarely relevant for genuine micro companies

The penalties are uncapped fines on summary conviction. In practice, Companies House rarely prosecutes micro companies for register failures alone — but if your company is ever investigated, audited, or involved in a dispute, a missing or incomplete register creates immediate problems.

Common Mistakes

Not updating after share transfers. If you transfer shares — even between family members — the register must reflect the change promptly. Many owner-directors complete the stock transfer form but forget to update the register itself.

Not recording share classes separately. If your company has more than one class of shares (ordinary and preference, or ordinary A and ordinary B), each class must be recorded separately for each member. Lumping them together as "100 shares" when they're different classes is non-compliant.

Confusing the register of members with the PSC register. These were always separate registers with different requirements. The PSC register recorded people with significant control — which overlaps with shareholders but isn't the same thing. Since November 2025, the PSC register is held centrally at Companies House, so you no longer maintain a local copy. The register of members is still yours to maintain.

Using an undated template. If you're using a Word or Excel template, make sure every entry has the correct date. Backdating entries to cover gaps is an offence. If you've fallen behind, update the register now with today's date — an honest late entry is better than a falsified one.

How CompanyMinder Will Help

CompanyMinder is designed to maintain your register of members for you. When you record a share event — an allotment, a transfer, a new shareholder — the register will update so you don't need to remember the 2-month deadline or manually edit a template.

The register will be kept in the format required by the Companies Act, ready to export or print for inspection if needed. If you're currently tracking shareholders in a Word document or spreadsheet, this is the kind of low-effort compliance improvement that prevents problems you'd otherwise not notice until it's too late.

Sources

• Companies Act 2006, Part 8, Chapter 2 — Register of Members (sections 113–123)
• Economic Crime and Corporate Transparency Act 2023