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Companies

Members register requirements and changes

Key points:

  • Companies must keep information about shares and members (shareholders) on their own register.
  • There are rules about what information must be recorded.
  • Companies must tell us about certain changes.

Members register

All companies must keep a register of the members of the company.

The register must have information about the company's members (shareholders).

If a company with share capital issues shares, they must issue a certificate for the shares held by a member and keep a record of the shares in the member register. The members register is sometimes called the share register.

Members information on the register

The register must contain the following information about each member:

  • their name and address
  • the date their name was added to the register
  • the shares held by each member.

The register must also show if the member has any shares that are not beneficially held. Beneficially held means the member of the shares gets the direct benefit from the shares. For example, benefits could include dividend payments.

Non-beneficially held means that the member holds the shares for the benefit of someone else. For example, the shares are held by a trustee, nominee, or on account of another person. Another example is where the trustee or executor of a deceased estate holds the shares for the beneficiaries of the estate.

Any changes to a member's personal details or their holdings must be recorded in the company’s member register.

Shares information on the register

The register must have information about shares including:

  • the date of every allotment (or issue) of shares
  • the number of shares in each allotment
  • the class (or classes) of shares
  • the share numbers (if any), or share certificate numbers (if any), of the shares
  • whether the shares are fully paid (including the amount paid on the shares and the amount unpaid on the shares, if relevant).

Member and share information you must tell ASIC

You must provide certain information on your register to ASIC, including when certain details change.

Information about members

Proprietary companies must tell us of any changes to member details. Public companies do not need to do this.

Companies with more than 20 members must tell us of changes affecting the top 20 members in each class of share. You will need to do this if:

  • a person who was not previously in the top 20 members of a class moves into the top 20
  • a person who was previously in the top 20 members of a class drops out of the top 20.

You will also need to tell us when a person in the top 20 members of your proprietary company:

  • transfers their shares to another person
  • increases or decreases their shareholding
  • changes their shares from beneficially to non-beneficially held (or vice versa)
  • increases the amount paid on their shares.

These changes can be the result of the company:

  • issuing more shares
  • the person acquiring shares from another member
  • another member ceasing to be in the top 20
  • any combination of these.

Tell us about changes to the top 20 members by using the change of company details transaction on the company officeholder portal.

See how to tell us about a change to shareholder name or address.

See how to tell us about a transfer of shares or change to beneficial ownership status

Information about shares

All companies need to tell us when they: