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As a registered company, you're subject to certain legal obligations. One of which is keeping a register of members.
In this guide, we take a look at what a register of members is and how you can put your own together before the day is up.
What is a Register of Members?
Simply put, a register of members is a detailed list of all the people who have held shares in your company at one point or another. The document is a requirement of the Corporations Act 2001(Cth), and failing to produce or maintain one can land your company with a hefty fine. Some people also refer to a register of members as a register of shareholders or share register.
Download this register of member template at Lawpath
What is a member?
A member is a person, corporate body or body politic that holds shares in a company. A member has certain rights and responsibilities such as providing capital to the business, appointing directors, voicing their opinion in important company matters and receiving a percentage of the businesses' profits.
When should I use a Register of Members?
A register of members should be established as soon as a company becomes a legal corporation. Once it's all set up and running, you need to appoint someone in the company to maintain and update the register regularly.
In particular, you should update the register:
- When shares pass from one person to another
- If the personal details of a shareholder changes
- When your company issues new shares to a shareholder
Register of Members vs Register of Members Interests
All incorporated businesses must have an up-to-date and accessible register of members. Although it has a similar name, a Register of Members Interests is a record that is normally kept by a governing body and outlines the financial interests of its members. The main purpose of this publicly-available document is to explicitly highlight information about any financial interests a member may have that could influence their decisions in their role.
What does a Register of Members include and not include?
What is included in a Register of Members?
A register of members should include the details of all active and former owner's of a company's shares. The register should cover the following details for all shareholders involved:
- Number of shares held
- Class or type of shares held
- Amount paid or to be paid on each share
- The date the shareholder became a member
- The date the shareholder ceased to be a member
What is not included in a Register of Members?
Anyone can request to see a company's register of members, so it's important not to include sensitive information about your members. While you need to include a contact address on the register, it's not necessary to include personal data such as phone numbers and email addresses.
How effective is a Register of Members?
According to the Corporations Act 2001(Cth), if your company is an incorporated company you must be able to produce a register of members when asked to do so. Failing to do so will land your company with a fine.
What happens if someone asks to see your Register of Members?
Anyone can submit a request to see your register of members. To do this, they must submit a request to the company explaining the purpose for which the information might be used. When you receive a request, your company has five business days to either comply with the request or reject it. If you choose to reject it, you will need to settle your case in court.
Do I need a lawyer for a Register of Members?
Despite being a legally-required document, you shouldn't need a lawyer to help you put together a Register of Members. It is a relatively simple document to write and one that needs to be updated regularly. If you need help to get started, try using a register of members template. If you would prefer a lawyer to look over your register, compare the online services below.
Get access to customisable Register of Members templates online
We update our data regularly, but information can change between updates. Confirm details with the provider you're interested in before making a decision.
How do I write a Register of Members?
You need to structure your register of members carefully so that it can be understood by anyone who wants to see it. Start by dividing the document into share classes (or type of company shares). Then, under each share class, you can list the shareholders alphabetically with their relevant details.
Once you've formatted and filled in your register of members, remember to keep the document on company premises. This will ensure that the document is available as and when you need it.
Where to get free legal documents and templates like a Register of Members
Using a register of members template is an easy way to put your document together quickly. You'll find plenty of useful examples and templates online by carrying out a quick search. Here are a few places to start.
- Lawpath. Lawpath is an online legal resource for small businesses and entrepreneurs. Users can browse free examples on their website but you'll need to sign-up to customise and download a template.
- LegalVision. LegalVision offers users unlimited use of free legal document templates for a monthly membership fee or one-time download fee.
- Wonder Legal. Browse more than 140 legal document templates with Wonder Legal, and then download your chosen template for a one-time fee.
- Australian Securities and Investments Commission. This government resource is home to advice and templates that will help you on your way to creating a register of members.
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