This chapter discusses the concept of membership. Section 112 of the Companies Act 2006 (CA 2006) provides that a person is a member if they have agreed to become a member and their name is entered into the register of members. In relation to a newly created company, the subscribers to the company’s memorandum will become members, even if their names are not entered into the register of members. Accordingly, a person’s membership is terminated when their name is removed from the register of members. Every company must keep a register of its members, although private companies can elect to keep the required information on the central register maintained by Companies House. In order to help improve the transparency of company ownership, certain companies are required to keep a register of interests disclosed and a register of persons with significant control.
Chapter
13. Membership
Chapter
16. Membership and the incidents of membership
This chapter discusses the law on membership, the need for and the importance of entry on the register of members, and the incidents of membership. The discussion covers classes of shares including the recent addition of dual-class structures for listed companies, and explains what a class right is and the basis on which class rights can be varied. It moves on to consider share transfer and transmission, entries on and rectification of the register of members, and constraints on inspection of the register. It also considers the register of people with significant control (the PSC register) and the register of overseas entities (ROE).
Chapter
16. Membership and the incidents of membership
This chapter discusses the law on membership and the incidents of membership. The discussion covers classes of shares, class rights, share transfer and transmission, and the register of members. The chapter considers how people become members and the importance of entry on the register of members. It also considers the restrictions on access to the register and the power of the court to rectify the register when necessary to do so. It is possible to protect shareholders by providing for classes of shares and the chapter considers the protection afforded by class rights and how class rights, once created, can be varied subsequently. Share transfer and transmission is also considered.
