If you hold shares in a UK limited company, there are certain times when you may need to provide cast-iron proof of your ownership. You may need to provide evidence if you want to receive dividends, vote on company decisions, sell your shares or if there is a dispute regarding your ownership. Unfortunately, many shareholders do not understand how to provide definitive evidence. In this article, we will explain how the register of members proves definitively and legally that you own shares in a UK limited company.
- The register of members — not a share certificate, purchase agreement or Companies House filing — is the conclusive legal proof of who owns shares.
- Since 26 January 2026, every company must keep its own standalone register at its registered office or a single SAIL address within the same part of the UK.
- Failing to keep one is a criminal offence, risking fines up to £1,000 plus £100 for each day it continues.
- Under section 125, courts can rectify a register, award damages, and even create one from scratch.
The primary legal way to show who legally owns shares in a limited company is to provide the register of members, also called the company’s share register. You cannot conclusively prove your ownership of shares in a UK company by providing any of the following:
- A confirmation statement filed at Companies House
- An entry on the public register at Companies House
- A share purchase agreement
- A share certificate – this is only prima facie evidence of title, and if it conflicts with the register, the register prevails
- Board minutes or meeting records that reference shareholdings
What Is the Register of Members?
The main legal proof of share ownership in a private limited company limited by shares is an entry in a company’s register of members. The register of members is one of the statutory registers a limited company must keep. It is an internal document of the company and contains real-time, up-to-date information on who owns shares in the company. Other sources of information on share ownership exist, but the register of members is the primary authoritative source because the company keeps it up to date.
Many people still believe that Companies House holds proof of share ownership on its central public register. Whilst this was true, this is no longer the case following changes on 26 January 2026. Since then, all companies must keep a standalone register of members in one of the two permitted locations they choose.
What Does the Companies Act Say About the Register of Members?
Section 113 of the Companies Act 2006 makes it clear that all companies must have a register of members. Contrary to what many people believe, the information held by Companies House and that on the register of members is quite different, as summarised below:
| Register of members | Companies House filing |
|---|---|
| The company’s own legal record of share ownership | A notification of information to the public register |
| Determines legal title to shares | Not conclusive evidence of ownership |
| Allotments and transfers must be registered within two months of a change (sections 554 and 771) | Confirmation statement reflects one snapshot date a year |
| Kept at the registered office or a single alternative inspection location | Held centrally by Companies House |
| Can be rectified by court order under section 125 | Corrected by filing an amendment |
What Does the Register of Members Contain?
The register of members should contain the following information:
- Every member’s name and address, the date they became a member, and (if applicable) the date they stopped being one
- For companies with share capital: the number of shares each member holds, distinguished by share number and by class (if there is more than one class)
- The amount paid, or agreed to be treated as paid, on each member’s shares
- For companies without share capital but with more than one class of member: which class each member belongs to
- If shares have been converted into stock, the amount and class of stock held, rather than the number of shares
- For joint holders, the name of every joint holder, but only one address (joint holders otherwise count as a single member)
- If a member’s details change, the old information generally must be kept in the register (not just updated), along with a note of when it changed, unless the company is a ‘traded company’
Please note that the requirement to retain a member’s old details in the register is not yet in force at the time of writing. The Economic Crime and Corporate Transparency Act 2023 inserted it into section 113 of the Companies Act 2006, but there is no commencement date yet.
Who Is Responsible for Maintaining the Register of Members?
In smaller private companies, the company secretary often maintains the register of members. If a company has no company secretary, the responsibility typically falls to a director.
Larger companies often hire a specialist external registrar to handle this. This is especially common where the company has many shareholders, frequent share transfers or more than one class of shares. Companies often turn to external specialists because keeping the register accurate in-house becomes harder as ownership becomes more complex.
You may need to prove that you own shares in a UK limited company for several scenarios:
- You want to sell the shares you own, and the buyer’s solicitor needs to confirm that you own them before completing the transaction.
- You want to raise investment, in which case new investors will want to confirm existing ownership before committing funds to the company.
- You have a dispute with a fellow shareholder or possibly a co-founder over what shares you own.
- You want to apply for a mortgage or loan and use your shareholding as evidence of your income or assets.
- If a shareholder dies, the estate may need to establish which shares they owned before it can transfer or distribute them.
- If the company is restructured, merged or wound up, you will need to confirm legal ownership of shares.
Where Is the Register of Members Kept?
The Companies Act 2006 states that companies must hold the register of members at either the registered office address or a single alternative inspection location (SAIL address) provided to Companies House. As the Act states:
“The register and the index of members’ names must be open to the inspection – (a) of any member of the company without charge, and (b) of any other person on payment of such fee as may be prescribed”.
Therefore, it must be easily accessible to members at any point. To inspect it, a member (or anyone else) must request it from the company, stating their name, address and the purpose for which the information will be used; the company then has five working days to comply or apply to court.
The company must also keep the register in the part of the UK where it has its registered office. For example, if it is registered in England and Wales, it cannot use a SAIL address in Scotland.
What If a Company Fails to Maintain a Register of Members?
It is all too common to see an owner-managed company without a register of members. Often nobody set the register up properly at incorporation. Many directors and shareholders also do not realise that failing to keep a register of members is a criminal offence. They risk a fine of up to £1,000, plus up to £100 for each day that the failure continues.
In addition to any fines, the risk of not having a register of members can mean shareholders cannot prove they own their shares, sell their shares or receive dividends. It can lead to ongoing disputes with founders, problems on death and an inability to access investment and funding.
There are two ways to remedy the situation:
- Section 125 rectification
- The court’s power to order the creation of a register of members from scratch
What Is Section 125 Rectification?
Section 125 of the Companies Act 2006 says that if the register of members is not up to date, an affected person or any member of the company can ask the courts to rectify the register. The court has two options: it can refuse, or it can order the register corrected and make the company pay damages to anyone who lost out.
In doing so, the court can also settle any related dispute about who should or should not be on the register. That includes disagreements between members, or between a member and the company itself. If the company has to send a list of its members to Companies House, the court will also tell the company to notify Companies House once it has corrected the register.
The Court’s Powers to Create a Register of Members from Scratch
In the case of Palmer & Anor v P1 Pit Stop Ltd & Ors, the High Court had to decide who owned a company that had never properly maintained its register of members. Without a reliable register, there was no clear record of who the shareholders were or when they had become members.
The court confirmed that its power to rectify a register under section 125 of the Companies Act 2006 includes creating one from scratch, not just correcting or reconstructing an existing register. As such, the court treated this as no different in principle from replacing a lost or destroyed register. In this particular case, the decision resolved the underlying ownership dispute and gave the company a definitive, legally valid register for the first time.
Keeping the Register of Members Accurate
As we have discussed in this article, the register of members is the primary way to prove that a member owns shares. You must keep the document up to date at all times. As soon as any shares are sold or transferred, reflect this in the document as soon as possible. If the register does not exist or is out of date, there are ways to resolve this, including asking the courts to intervene.
Tags: Limited Company, Shares
