Register of members

What details must be kept in the register of members?

This is set out in section 113 of the Act. For all companies the register must show:

The names and addresses of the members.

The date on which each person was registered as a member.

The date at which any person ceased to be a member.

In addition the register must show the following for all companies having a share capital:

The number of shares held by each member, distinguishing each share by its number (so long as the share has a number) and where the company has more than one class of issued shares, by its class.

The amount paid or agreed to be considered as paid on the shares of each member.

If a company does not have a share capital but has more than one class of member, the class to which each member belongs must be shown.

Are there any other requirements concerning the content of the register of members?

The names may be kept in any order, but if they are not kept in alphabetical order and if there are more than 50 names, an alphabetical index must be kept.

No entry relating to a former member may be removed from the register until ten years has elapsed from the date on which he ceased to be a member.

If the company has only one member, the fact that it is a sole-member company and the date that this occurred must be endorsed on the register. If the company ceases to have only one member, the fact that it is no longer a sole-member company and the date that this occurred must be endorsed on the register.

What should I know about joint names appearing in the register of members and what about nominee names?

The names must be entered in the register exactly as shown on the documentation submitted to the company. In particular, joint names must be entered in the order shown. This is important as the order of the names has certain consequences relating to dividends, voting, etc.

You may know or think you know the identity of the beneficial owner behind a nominee name supplied. This information must not be entered in the register.

Register of directors

What information must be recorded in the register of directors if the director is an individual?

The following information must be recorded:

Full surname and forenames

Any previous surnames and forenames used for business purposes

Service address

The country or state in which the director lives

Date of birth

Nationality

Occupation

Date of appointment and date of termination of appointment

Former names need not be given if they have not been used since the age of sixteen or for at least 20 years.

How much freedom do I have in nominating my service address?

You have a great deal of freedom. You can nominate any address with which you are associated and from which documents will reliably reach you. You can nominate the company's registered office and many directors do so.

I do not want to disclose my date of birth. Must I really do so?

Yes you must. There is no legal way to avoid the obligation.

What information must be recorded in the register of directors if the director is a corporate director or a firm?

Section 164 of the Act reads in full as follows:

'A company's register of directors must contain the following particulars in the case of a body corporate, or a firm that is a legal person under the law by which it is governed -

corporate or firm name;

registered or principal office;

in the case of an EEA company to which the First Company Law Directive (68/151/EEC) applies, particulars of -

(i) the register in which the company file mentioned in Article 3 of that Directive is kept (including details of the relevant state), and

(ii) the registration number in that register; (d) in any other case, particulars of -

the legal form of the company or firm and the law by which it is governed, and

if applicable, the register in which it is entered (including details of the state) and its registration number in that register.'