Register of members for a UK private limited company

CA 2006 s. 113 register of members

Every UK company must maintain a register of members under Companies Act 2006 s. 113. The register must contain, for each member:

• The name and address of the member
• The date the person was registered as a member
• The date the person ceased to be a member, if applicable
• For companies with a share capital, the number of shares held and (if more than one class) the class
• The amount paid up on the shares, where applicable

The register may be kept at the registered office or at a Single Alternative Inspection Location (SAIL) notified to Companies House. The SAIL must be in the same UK jurisdiction as the registered office (England and Wales, Scotland, or Northern Ireland).

Public inspection rights (s. 116)

Section 116 of the Companies Act 2006 grants a right of inspection that is unusually broad: any person, not just a member or creditor of the company, may apply to inspect the register of members. The applicant must state:

• Their name and address
• The purpose for which the information will be used
• Whether the information will be disclosed to others, and if so, who and for what purpose

Since the 2016 amendments, the company may apply to the court for an order excusing it from compliance where it believes the request is not for a proper purpose. Proper purposes include investigating the company's affairs, communicating with members about corporate matters, and evaluating a corporate action. Marketing and unrelated personal interests are not proper purposes.

Where the company allows the inspection, the inspector may take copies on payment of a prescribed fee. Where the company refuses without proper basis, the court may compel production and award costs.

Single Alternative Inspection Location (SAIL)

The UK is distinctive in formalizing the option of a Single Alternative Inspection Location (SAIL) for company records. A company may, by notifying Companies House, designate a single alternative location where some or all of its statutory records (register of members, register of directors, etc.) are kept and made available for inspection. The SAIL must be in the same part of the UK as the registered office.

Many UK companies use the SAIL option to keep records at their corporate counsel's or accountant's office rather than at the registered office. This is particularly common for closely-held companies where the registered office may be the founder's home.

Companies House confirmation statement

The internal register of members is supplemented by the annual confirmation statement filed with Companies House under s. 853A. The confirmation statement updates the public record with the current members and shareholdings (for non-traded companies) and the registered office and director details. The combination of the internal s. 113 register and the public Companies House record makes UK companies more transparent about share ownership than most other jurisdictions we cover.