Регистратор компаний Великобритании

Практические руководства и инструкции, изданные Регистрационной палатой компаний Великобритании (the UK Companies House). Описывают процесс оформления устава, подачи документов и форм, оплаты пошлин, назначения должностных лиц (директоров и секретарей) и другие практические вопросы. Полный текст оригинала на английском языке.

Четверг, 27 июня 2019 апдейт:

2. Register of members

Please be aware once you choose to keep your member's information on the public register at Companies House rather than in the company's own statutory register, all of the members» details, including their addresses, will be available on the public register to anyone who wishes to see, or make a copy, of those details. This is not applicable to a company whose shares are not traded on a regulated market and keeps its own statutory members register.

2.1 How to choose to keep member's information on the public register at Companies House («election»)

You can elect whether to keep member's information on the public register in the following two circumstances:

i) on incorporation, in which case the election is made by the subscribers wishing to form a private company as part of the incorporation application to the registrar. The subscribers should provide all the information required in the company's register of members at incorporation; or

ii) an incorporated private company can elect, but only if all members have agreed to the election and, if the company kept any overseas branch registers, that those registers have been discontinued and all entries transferred to the company's register of members. This is because a company can't keep information about its members on the public register if it's also keeping an overseas branch register. In these circumstances, the company must provide all the information that must be contained in its register of members concerning persons who are current members, at the time the election notice is delivered to the registrar.

2.2 When the election takes effect

The election takes effect when it is registered by the registrar. When in force, a company doesn't have to maintain a register of members. It remains in force until either a company ceases to be a private company, or withdraws the election and is required to maintain a statutory register.

2.3 When an election is in force for the member's register

A company that has made an election after incorporation must continue to keep the register that it was required to hold prior to the election («the historic register»). It doesn't need to update that historic register to reflect subsequent changes whilst the election is in force. A person can inspect and require copies of information on the historic register. These requirements equally apply if the company was obliged to keep an index of members. A company must place a note in the historic register that an election is in force, when it took place, and that up to date information about the members can be found on the public register. A company that does not place such a note in the historic register commits an offence.

The obligations in respect of the historic register or index do not apply in relation to an election made by a subscriber wishing to form a company.

Once an election has been made, a company has to deliver information about its members to the registrar to be made available on the public register at Companies House, and any changes to the registered information.

This will include the details of:

the names and addresses of the members;

when each person was registered as a member

when any person ceased to be a member*

*The company does not have to deliver information relating to the date a person ceases to be a member of the company where this date will be the date of registration by the registrar. If that's so, the company must indicate to the registrar that the date to be recorded is the date of registration. It's an offence for a company not to comply with this duty.

The information that follows is required about each member and will need to be kept up to date:

the shares held by each member, distinguishing each share׼/p>

by its number (so long as the share has a number), and

where the company has more than one class of issued shares, by its class

the amount paid or agreed to be considered as paid on the shares of each member.

if the company has converted any of its shares into stock, and given notice of the conversion to the registrar, the amount and class of stock held by each member instead of the amount of shares and the particulars relating to shares.

In the case of joint holders of shares or stock in a company, the company's register of members must state the names of each joint holder.

In other respects, joint holders are regarded for the purposes of this Chapter as a single member (so that the register must show a single address).

In the case of a company that does not have a share capital but has more than one class of members, with the names and addresses of the members, a statement of the class to which each member belongs.

Any changes to the information set out above.

Details of any transfer of shares.

Details of allotments of new shares.

Details of any shares held in treasury.

2.4 Incorrect information on the register

A person may inspect or request a copy of member information for a company that has elected to keep it on the public register. That person may ask the company to confirm that all required information has been delivered to the registrar. Failure to respond to such an enquiry is an offence.

There is a power for the court to order rectification of members» information on the public register. The court may act where the name of the person has either been included or omitted as a member of the company without sufficient cause; or where the company has failed, or has unnecessarily delayed, in notifying the registrar that a person has become, or ceased to be, a member of the company. The person aggrieved, another member or the company can apply to the court. This is equivalent to the power of the court to rectify the register of members in section 125 of the Companies Act 2006.

When a company decides it wants to start keeping its own register of members («withdrawal») A company must give notice to the registrar that it wants to withdraw from keeping members» information on the public register. This takes effect when it is registered by the registrar. On withdrawal, the company must maintain its own statutory register of members.

A company must retain a historic register, and it must enter all required information relating to current members in its register. However, the company doesn't have to enter historic information from the period it elected to keep the information on the public register at Companies House e.g. the details of a person who's ceased to be a member during that period.

A company must note on the register of members that an election has been withdrawn and that information about members in the period when the election was in force can be found on the public register.

Member information delivered on the public register at Companies House after the withdrawal of the election All members» details, including their addresses, delivered to the registrar during the period a company elected to keep members» information on the public register will still be publicly available when the election is withdrawn. This information forms part of the public register and is maintained as required under the Companies Act 2006.

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