Share register
Canada and UK term. US equivalent: stock ledger.
| United States | Stock ledger (DGCL ยง 219) |
|---|---|
| Canada | Share register / securities register (CBCA s. 50; provincial equivalents) |
| United Kingdom | Register of members (Companies Act 2006 s. 113) |
What a share register records
A share register is not a single document so much as a continuously maintained list. Each entry typically records:
- Shareholder name and address
- Number and class of shares held
- Certificate numbers representing those shares, if certificates are issued
- Date the entry took effect (the date of issuance, transfer, redemption, or conversion)
- Consideration paid (in some jurisdictions, this is recorded in a parallel register of allotments)
When shares are transferred, redeemed, converted, or reissued, the register records both the cancellation of the prior entry and the creation of the new one, dated to the day the change took effect. The register is therefore a complete history of ownership, not just a snapshot of the current state.
Register, certificate, and cap table
Three artifacts in a private corporation describe ownership: the share register, the share certificates, and the cap table. They should always agree. When they don't, the register controls.
Certificates evidence ownership; they don't constitute it. The cap table is a working summary, typically extended to include options, warrants, and SAFEs; it is downstream of the register. The register itself is the statutory record, the document a court, a regulator, or a buyer in diligence will treat as authoritative.
How the register quietly breaks
Most ownership disputes in private corporations don't start with bad faith. They start with a register that drifted away from the certificates over the course of a few years of share transfers, option exercises, and reissuances handled in spreadsheets, emails, and lawyer's drafts.
A typical failure pattern: a share transfer is documented in a transfer agreement; the old certificate is cancelled; a new certificate is drafted; the register is updated weeks later, or never. Multiply that by a dozen transfers across several years, and the register no longer reflects who actually owns the corporation.
Statutory access
In most jurisdictions, shareholders (and in some cases creditors and the public) have a statutory right to inspect the share register. Under the UK Companies Act 2006 s. 116, any person can request a copy of the register of members for a proper purpose. CBCA s. 21 grants similar rights to shareholders and creditors. A register that doesn't exist, or that exists in fragments, leaves the corporation unable to respond.
Octelligence keeps the share register as the single source of truth. Issuances, transfers, redemptions, and conversions all flow through the same workflow, and the cap table is generated from the register, not maintained alongside it. Every change is timestamped in an activity log, so nothing drifts.
See Digital Corporate RecordsLive share register, QR-verified certificates, and a cap table built from the register itself. Nothing maintained in parallel.