Register of directors/ members

In plain words

The register of directors and the register of members are mandatory corporate documents recording who manages the company and who owns it. They set out personal details, dates of appointment and cessation and, for members, the size and class of their shareholding.

These registers are kept at the company itself — usually at the registered office — and, as a rule, duplicated in the state register. The degree of public access varies: in some jurisdictions the data are open to all, in others access is restricted and granted on request to authorised persons. In many countries registers of beneficial owners are kept separately.

The main practical requirement is that they are up to date. A change of director, a transfer of shares or a change in the ownership structure must be reflected promptly in both the internal registers and the state register. A discrepancy between the documents and the actual position is a typical source of questions when opening an account, in a transaction or in due diligence, and a retrospective correction always looks worse than a timely update.

When it matters

What the registers contain

How to keep them in order

1. 01Record changes straight away
2. 02Update the state register
3. 03Keep the internal registers
4. 04Check them against the actual position
5. 05Documents ready for checks

What you need to know

• The company keeps the registers and the state duplicates them
• Public access to the data depends on the jurisdiction
• Registers of beneficial owners are kept separately in many countries
• Changes must be reflected promptly
• Discrepancies with the facts raise questions with banks and reviewers

Common mistakes

• ✕Not making entries after a change of director
• ✕Documenting a share transfer only by contract, without the register
• ✕Not knowing how public the data are in your jurisdiction
• ✕Updating information retrospectively before a check
• ✕Keeping the registers carelessly or not at all

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