Updated
GL-R-06
Glossary · Structures and trusts
Register of directors and members - who runs the company and who owns it
01 / In 30 seconds
The short answer
- What it is
- The official lists of a company’s directors and members
- What they contain
- Personal details, dates of appointment and cessation, members’ shareholdings
- Where they are kept
- In the company itself and, as a rule, duplicated in the state register
- How public they are
- It depends on the jurisdiction: open access in some, restricted access in others
- Why it matters
- A discrepancy between the register and the actual position raises questions with banks
02 / In plain words
What Register of directors / members means
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.
A case from practice
The state register showed the former director of a client’s company — the change had not been registered. When an account was being opened, the bank saw the discrepancy and asked for explanations. The retrospective correction took time and raised further questions.
When it matters
- Opening a company account
- A change of director or member
- Selling a stake in the business
- A large deal with a counterparty
- Programme due diligence
- Inheriting a stake
03 / What it covers
What the registers contain
Directors
- Personal details
- Dates of appointment
- Cessation of office
Participants
- Who owns it
- Size and class of shareholding
- History of transfers
Beneficiaries
- A separate register in many countries
- Who actually has control
- Updating the information
Keeping
- At the company
- In the state register
- Level of public access
04 / How it works
How to keep them in order
Record changes straight away
A change of director or stake is recorded the same day.
Update the state register
We file the details with the registrar within the deadline.
Keep the internal registers
The registers are kept at the registered office.
Check them against the actual position
Once a year we check the registers against contracts and resolutions.
Documents ready for checks
Banks and reviewers see the same data everywhere.
05 / Key facts
What you need to know
01What it contains
Details, dates, stakes
Personal details, appointment and resignation dates of directors, members' shares and their type.
02Where it is kept
At the company and with the state
Usually at the registered office and, as a rule, mirrored in the state register.
03Public access
It depends on the country
In some places the data is open to all, elsewhere only to authorised persons. Beneficial ownership registers are kept separately.
04The key point
Keeping it current
A gap between the register and reality is a common reason for questions from banks and reviewers.
Common mistakes
Not recording a change of director
Update the internal and state registers right after the change.
Transferring a stake by contract only
Record the transfer in the register of members and the state register.
Fixing the register retroactively before a check
Make changes on time: late corrections raise more questions.
06 / Expert advice
How to prepare in advance
Every change — a change of director, a share transfer, a change in the ownership structure — is recorded straight away rather than left to accumulate. Once a year the registers are checked against the actual position. Before applying for a programme or opening an account, check that the data in the state register are up to date: that is exactly where the bank will look.
What we do for you. Before filing, we check the client’s corporate data against the state registers. Out-of-date information is a common cause of additional requests, although it is usually easy to fix if dealt with in advance.
Anna KovalevskayaLead lawyer for EU citizenship and residency, 12 years of practice
07 / Questions
Frequently asked questions
The official list of persons managing a company, with their details and dates of appointment and cessation.
At the company itself, usually at the registered office, and, as a rule, duplicated in the state register.
It depends on the jurisdiction: open access in some, while in others the data are provided only to authorised persons on request.
A separate register of a company’s actual owners. It is kept in a growing number of countries as a transparency measure.
A discrepancy between the register and the facts raises questions with banks and reviewers. A retrospective update looks worse than a timely one.
No. The change must be reflected in the company’s registers and, as a rule, in the state register.
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