What is a securities register?
The securities register (often called the share register) is the company's record of who owns its shares. While a share certificate is the proof a shareholder holds, the register is the company's master list.
When the register and a certificate disagree, the company has a problem to fix, so both should be updated together.
What must the securities register contain?
For certificated shares, the register must show at least:
- The names and addresses of the people the shares were issued to
- The number and class of shares issued to each of them
- The date of issue
- The total number of shares of each class in issue
- Every transfer: who it was from, who it went to, and the date
- The certificate numbers
Regulation 32 of the Companies Regulations sets out the form the register takes. Including each holder's ID or passport number makes it far easier to match the register to CIPC and bank records.
Where is the securities register kept?
It is kept with the company's records, normally at the registered office. Shareholders have the right to inspect it. Since the beneficial ownership rules came in, companies have also been asked to file their securities register details with CIPC, so keep a current copy ready.
How does the register relate to beneficial ownership?
The register lists the shareholders on record. Beneficial ownership is about the people who ultimately own or control the company, which may be different (for example, when a trust or another company holds the shares). Companies must file beneficial ownership information with CIPC and file any change within 10 business days. Your register is the starting point for that filing.
When must I update the register?
- When the company issues new shares
- When a shareholder sells or gives shares to someone (see share transfer)
- When a certificate is replaced (see lost share certificate)
- When shares are bought back or cancelled
- When a shareholder's name or address changes
Common mistakes
- Never having issued certificates or a register after registering the company
- Transferring shares between founders without updating the register
- A register that does not match the CIPC beneficial ownership filing
- Keeping the register only on one person's laptop, so it is lost when they leave
Step by step
- List all shares issued. Start from the shares issued when the company was registered.
- Record each holder. Name, ID or passport number, address, number and class of shares, certificate number, date of issue.
- Add every transfer. Record who transferred to whom and when, and cancel the old certificate number.
- Total each class. Show the total number of shares of each class in issue.
- Sign and keep it safe. Have a director sign and date the update and keep it with the company records.