Shareholders of a UK Company

What is a Shareholder?

A shareholder is a person or company (or other business entity with a separate legal personality) that owns at least one share of a company. Owning a share generally represents ownership of the company to some degree as ownership of a share often entitles the owner to vote at shareholders meetings and receive dividends.

Being a shareholder entitles the owner to certain rights under the law, for example under the Companies Act 2006 (‘CA 2006’) and usually under the company’s shareholders agreement and articles of association.

The CA 2006 does not define ‘shareholder’, but a shareholder generally falls under the definition of a ‘member’, which would also include members of companies limited by guarantee.

A shareholder is a person or company (or other business entity with a separate legal personality) that owns at least one share of a company. Owing a share generally represents ownership of the company to some degree as ownership of a share often entitles the owner to vote at shareholders meetings and receive dividends.

Being a shareholder entitles the owner to certain rights under the law, for example under the CA 2006 and usually under the company’s shareholders agreement and articles of association.

The CA 2006 does not define ‘shareholder’, but a shareholder generally falls under the definition of a ‘member’, which would also include members of companies limited by guarantee.

Register of Members / Shareholders Register

Every UK company must keep a register of members (s113 CA 2006).

For the purpose of this article it is assumed that we are dealing with a company limited by shares, rather than a company limited by guarantee[1], and consequently reference will be made to ‘shareholders’ and ‘shareholders register’ rather than ‘members’ and ‘register of members’. These terms are often used interchangeably.

A shareholders register is a record of the shareholders of the company and the number of shares that they own.

It only includes the direct shareholders of the company and consequently it may not be the case that it can be used to satisfy a request to provide the full ownership picture of the company. The easiest way to do this is to provide a Group Structure Chart, which can be automatically created with Floix. Similarly, the shareholders register will not always include the company’s ‘person with significant control’ (‘PSC’).[2]

The shareholders register can be located at the company’s registered office (s114 CA 2006) or at the company’s SAIL address[3] (s1136 CA 2006).

What must the Shareholders Register include?

In accordance with s113 CA 2006 the shareholders register must include:

The name of each shareholder.
The address of each shareholder.
The number and classes of shares held by each shareholder.
The amount paid or agreed to be paid on each share.
The date each shareholder became a shareholder.
The date each shareholder ceased to be a shareholder (if applicable).

If the company has converted any of its shares into ‘stock’ then the particulars need to be given in relation to the stock[4].

In the case of joint holders of shares, the company’s shareholders register must state the names of each joint holder, however in all other respects joint holders are treated as a single member (so for example, it only needs to show the address of one of the joint holders and the date that one of the shareholders became a shareholder).

In the case of single shareholder companies, the shareholders register must state that it is a single shareholder company (s123 CA 2006). If a company goes from being a multiple shareholder company to a single shareholder company, or vice versa, it needs to state the date on which this change occurred.

Treasury shares must be included on the shareholders register to the extent that they are not cancelled ‘forthwith’ after being purchased (s124 CA 2006).[5]

If a company has more than 50 shareholders the company must keep an index of the names of the shareholders, unless the shareholders’ register itself constitutes an index (i.e. all the shareholders are listed alphabetically by name) (s115 CA 2006).

The shareholders register must include details of any share warrant[6] (i.e. bearer shares) (s122 CA 2006). Until the share warrant is surrendered, the following needs to be entered in the shareholders register in respect of the share warrant:

Details of the shares included in the warrant (distinguished by the share number, if applicable).
The date that the warrant was issued.
The date that the warrant was surrendered (if applicable).

An entry relating to a former member of the company may be removed from the shareholders register after the expiration of ten years from the date on which he ceased to be a shareholder (s121 CA 2006).

Trusts should not be entered into the shareholders register (s126 CA 2006). This is because they have no legal personality (i.e. they are not recognised under law as having rights and obligations). Instead, the legal owner of the shares (i.e. the trustee(s)) should be entered into the shareholders register.

There is no duty to notify Companies House of any changes to the shareholders register, however the following should be noted:

A statement of capital (see below) is required to be submitted on filing a confirmation statement (unless there was no change since the last statement of capital was delivered to Companies House (s853D CA 2006)).
Information relating to the trading status of the shares must be confirmed on filing a confirmation statement (s853E CA 2006).
Certain shareholder information is required to be submitted on filing a confirmation statement (s853F/G CA 2006) (including the number of shares transferred in the confirmation period).
Various changes to the share capital require notification at the time of the change.

The Significance of the Shareholders Register

It is a legal requirement to have and maintain a shareholders register and failure to do so is breaking the law and the company and the officers of the company can be fined.
A shareholders register provides evidence of share ownership.
A person only becomes a shareholder when their name is entered into the shareholders’ register. In the case of Glencoe Developments Ltd v. Sneddon [2012] it was held that a purported shareholder’s vote to pass a resolution was invalid because they had not been entered into the shareholders register.
Keeping a well-maintained shareholders register looks professional to third parties that request to see it.

Shareholders Register v. Statement of Capital

The statement of capital provides a snapshot of the company’s share capital at a particular date.

It is required to be filed with Companies House at the following times:

On formation (s9 and s10 CA 2006).
On alteration of the share capital (s671 CA 2006).
On cancellation of shares (e.g. following a share buyback under s617CA 2006).
On filing a confirmation statement (unless there was no change since the last statement of capital was delivered to Companies House (s853D CA 2006).

Companies are also obliged to provide it to shareholders on request (s32(1)(g) CA 2006).

All statements of capital must include:

The total number of shares issued by the company.
The aggregate amount (if any) unpaid on the company’s shares (on account of nominal value or premium).
For each class of share in issue:
- The prescribed particulars of rights attached to that class of share.
- The total number of shares in that class.
- The aggregate nominal value of the shares of that class.

The Prescribed Particulars must include:

Particulars of any voting rights attached to the shares, including rights that arise only in certain circumstances.
Particulars of any rights to participate in a distribution of dividends.
Particulars of any rights to participate in a distribution of capital (including on winding up).
Whether the shares are to be redeemed or are liable to be redeemed at the option of the company or the shareholder.

If any shares in the company’s share capital are redeemable and the directors are authorised to determine the terms, conditions and manner of redemption, those details must also be included in the statement of capital.

It is required for companies limited by shares, but not companies limited by guarantee.

[1] See ‘UK Business Entities’ article.

[2] See ‘The PSC Regime’ article.

[3] The purpose of SAIL address is to allow companies to store certain statutory documents (including the shareholders register) for inspection at an address other than their registered office. The SAIL address must be in the UK. A SAIL address might be used, for example, where the company’s registered address is a shareholder’s or director’s home address and they don’t want the statutory documents being inspected at home. The company could instead give a SAIL address, such as their solicitor’s address, where the documents can be inspected.

[4] It used to be case that you could aggregate 100 £1 shares into a single holding of £100 stock. It is no longer possible to make this conversion, however, if you have stock, you can still convert it back to shares.

[5] When a company purchases its own shares it can choose to cancel the shares or hold them in ‘treasury’ (at which point they are converted to ‘treasury shares’). Treasury shares can then be transferred for the purpose of an employees’ share scheme’, sold, or cancelled. When a company redeems shares they are automatically cancelled on redemption and cannot be held in treasury/converted to treasury shares.

[6] A share warrant is a document issued by a company that gives the bearer the right to buy or sell the company’s shares at a specific price, at a particular date, or within a particular period.

Updated 2026