For public limited companies and private companies limited by shares, membership is almost tantamount with shareholding. The register of members provides details of the subscribers to the Memorandum of Association and of all other shareholders’ names and addresses and details of their shareholdings.
However, the register does not contain details of trust arrangements. The name on the register may not be that of the ultimate beneficial owners. Being registered as a shareholder on the relevant date is crucial for dividend payment purposes. The date on which a member ceased to be such is recorded and entries can be removed after a person has ceased to hold shares for 20 years.
The name and address, shares held by each member and amount paid on shares must be recorded. If shareholders are to exercise their rights to convene meetings and put forward resolutions, they need to have details of who other shareholders are.
They have a right without charge to inspect the register during each business day and to require copies at a charge of at £2.50 for the first 100 entries. If a company has only one member, this fact, and the date on which this become so must be recorded and if the company ceases to have only one member this fact must also be entered on the register.
The work of keeping up the register of members of a limited company can be a major undertaking even with current computer technology. The register must be kept at the registered office or at some other office designated by the directors. The company must give notice to the registrar of companies of the place where the registers kept if not the company’s registered office. The register can be closed for a maximum of 30 days per year to allow preparation for a dividend payment and or AGM notices
An index must be provided if the company has more than 50 members to allow easy retrieval of any member’s record. Copies of the register of members or part of it must be sent to any person within ten days of a request on payment if required of a maximum fee of £2.50 for the first 100 entries, £20 for the next 1000 entries or part thereof, £15 for every subsequent 1000 entries.
Canterbury Accountancy – help businesses to understand their legal obligations.
