Reference · 41 jurisdictions

Share register and stock ledger requirements across 41 jurisdictions

The share register (Canada, UK) and stock ledger (US) are the corporation's official list of who owns what. They are the source of truth for ownership, voting rights, and inspection. What must be in the register, where it is kept, and who can see it, each jurisdiction prescribes its own rules.

11 Canadian provinces 29 US states 1 United Kingdom

The single source of truth for share ownership

Of all the records a corporation must maintain, the share register (or stock ledger, in US parlance) is the most important. The certificates can be lost. The minutes can be reconstructed. The articles can be re-issued. The share register is the only document that authoritatively answers: who owns the corporation? When a certificate and the register disagree, the register controls, in every jurisdiction we cover.

What the register must contain, where it is kept, how often it is updated, and who can inspect it varies across jurisdictions. The differences are small in the abstract but operationally significant. A corporation maintaining a register under DGCL § 219 is doing something different from one maintaining it under CBCA s. 50 or UK CA 2006 s. 113. This page surveys those differences across 41 jurisdictions and the statutes that govern them.

Choose your jurisdiction

Each guide covers what to maintain, where to keep it, who can inspect, and what happens if you don't.

Canada

Canada (Federal / CBCA)

CBCA View requirements
Canada

Ontario

OBCA View requirements
Canada

British Columbia

BCBCA View requirements
Canada

Alberta

ABCA View requirements
Canada

Quebec

QBCA View requirements
Canada

Manitoba

MCA View requirements
Canada

New Brunswick

NBBCA View requirements
Canada

Newfoundland and Labrador

NLCA View requirements
Canada

Nova Scotia

NSCA View requirements
Canada

Prince Edward Island

PEIBCA View requirements
Canada

Saskatchewan

SBCA View requirements
United States

Delaware

DGCL View requirements
United States

California

Cal. Corp. Code View requirements
United States

New York

NY BCL View requirements
United States

Texas

TBOC View requirements
United States

Florida

FBCA View requirements
United States

Nevada

NRS Ch. 78 View requirements
United States

Washington

WA BCA View requirements
United States

Massachusetts

M.G.L. c. 156D View requirements
United States

Wyoming

WBCA View requirements
United States

Colorado

C.R.S. Title 7 View requirements
United States

Utah

URBCA View requirements
United States

Illinois

805 ILCS 5/ View requirements
United States

New Jersey

NJBCA View requirements
United States

Georgia

GBCC View requirements
United States

North Carolina

NCBCA View requirements
United States

Virginia

VSCA View requirements
United States

Arizona

A.R.S. Title 10 View requirements
United States

Tennessee

TBCA-TN View requirements
United States

Minnesota

Minn. Stat. § 302A View requirements
United States

Oregon

ORS Ch. 60 View requirements
United States

Michigan

MICA View requirements
United States

Ohio

OGCL View requirements
United States

Pennsylvania

PBCL View requirements
United States

Connecticut

C.G.S. § 33-600 View requirements
United States

Maryland

MGCL View requirements
United States

Indiana

IBCL View requirements
United States

Wisconsin

Wis. Stat. Ch. 180 View requirements
United States

Missouri

RSMo Ch. 351 View requirements
United States

South Carolina

SCBCA View requirements
United Kingdom

United Kingdom

CA 2006 View requirements

Compare requirements across jurisdictions

The same artifact, different rules.

JurisdictionGoverning statuteRequired contentInspection rightsLocation requirement
Canada (Federal / CBCA) CBCA s. 50 Holders, shares, certificate numbers, dates Shareholders + creditors (no proper-purpose threshold) Registered office or designated Canadian location
Ontario OBCA s. 141 Holders alphabetized, shares, certs, dates Shareholders + beneficial owners + creditors Registered office
British Columbia BCBCA s. 111 Holders, shares, certs, dates, restrictions Shareholders + creditors at records office Records office in BC
Alberta ABCA s. 50 Holders, shares, certs, dates Shareholders + creditors Registered office or designated Alberta location
Quebec QBCA art. 224-225 Holders, shares, certs, dates, restrictions Shareholders during business hours Head office in Quebec
Delaware DGCL § 219 Stockholders, shares, dates, certificate numbers Stockholders with proper purpose (§ 220) No specific location (any form under § 224)
California Cal. Corp. Code § 1500, § 1600 Shareholders, shares, dates Shareholders (no proper-purpose requirement) Principal office in California
New York NY BCL § 624 Shareholders, shares, dates 6-month or 5% threshold; proper purpose Any location, by or on behalf of the corporation
Texas TBOC § 21.157, § 21.218 Shareholders, shares, dates 6-month or 5% + proper purpose Any location
Florida FBCA § 607.1601 Shareholders, shares, dates Tier 1: basic records freely; Tier 2: proper purpose Principal office
Nevada NRS 78.105, 78.257 Stockholders, shares, dates 15% threshold OR written authorization Registered office in Nevada
Washington RCW 23B.16.010 Shareholders, shares, dates Tier 1: basic records; Tier 2: proper purpose Any location
Massachusetts M.G.L. c. 156D § 16.01 Shareholders, shares, dates Tier 1: basic; Tier 2: proper purpose; 5% rule for lists Any location
United Kingdom CA 2006 s. 113 Members, shares, dates, amount paid Public on application with proper purpose Registered office or SAIL

How registers drift, and why it matters

The most common failure mode in private corporations is not that the register is wrong from inception. It's that the register starts correct, then drifts away from reality across years of share transfers, option exercises, and corporate actions that get documented in emails and PDFs but never make it back to the register.

The gap typically shows up at the worst possible moment: a Series A diligence team requests the register and finds it doesn't match the cap table the corporation has been showing to investors. Or a court orders production in a § 220 or s. 21 inspection demand and the register turns out to be a year out of date. Reconstructing ownership history after the fact is expensive and forensically uncertain. Keeping the register current as transfers happen is the only reliable approach.

In Octelligence
A share register that doesn't drift.

Octelligence keeps the share register as the single source of truth. Every share issuance, transfer, redemption, and conversion flows through one workflow, with the share certificate and cap table generated from the register, never maintained alongside it. The activity log records every change. Across 41 jurisdictions, the same structure adapts to local statutory requirements.

See Digital Corporate Records

Frequently asked

What is the difference between a share register and a stock ledger?

The same artifact under different names. 'Share register' is the Canadian and UK term; 'stock ledger' is the US term. Both refer to the corporation's official list of shareholders, the shares held by each, and the dates of acquisition and disposition. The legal substance is identical.

What must a share register contain?

The shareholder's name and address, the number and class of shares held, the certificate numbers if certificates are issued, the date of acquisition, and the date of any disposition. Specific requirements vary by jurisdiction, the jurisdiction guides below detail each one, but this core information is universal.

Where must the share register be kept?

Most jurisdictions require the register to be kept at the corporation's registered office or another designated location within the jurisdiction. The UK requires it at the registered office or a SAIL (single alternative inspection location). The US generally permits the register to be kept anywhere by or on behalf of the corporation.

Who can inspect the share register?

Shareholders, in every jurisdiction. Creditors, in most. The general public, in some narrower cases (the UK register of members under s. 116 is open to public inspection on application). Inspection rules vary; see the jurisdiction guides for jurisdiction-specific access rights.

Ownership that doesn't drift
Keep the share register as the single source of truth.

Live register, share certificates tied to register entries, cap table built from the register itself.