What is the Register of Members?
The Register of Members (also called the share register) is the official record of who owns shares in your company.
Historically, this was literally a book that got updated every time a shareholder joined or left. These days, it’s usually a simple Excel sheet, Word document.
If you need a ready-made template, you can download free statutory register templates from FounderCatalyst here.
Why it matters
It’s a legal requirement for every company to maintain up-to-date statutory registers.
These include:
You need to update these whenever something changes - for example, when you:
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Issue new shares
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Transfer shares between people
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Appoint or remove a director
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Change shareholder details
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Complete a share split or consolidation
Why founders should care
For early-stage startups, no one’s likely checking your registers day-to-day.
But when you raise investment, go through due diligence, or sell the company, these documents suddenly become very important.
If they’re out of date, it can be painful and time-consuming to fix later. Keeping them tidy now saves big headaches later.
Keeping your Register accurate and recognised
Sometimes founders get asked whether their Register of Members has been “certified.”
This can sound formal, but in most cases, there’s no official certification process.
What really matters is that your internal share register (the spreadsheet or document you keep) matches the information filed at Companies House and any platform you use (like FounderCatalyst).
If an investor, lawyer, or accountant asks for a “certified” copy, they usually just want reassurance that your records are consistent and up to date - not an official stamp from anyone. You can simply confirm that your register aligns with Companies House filings.
Updating after a share split or other changes
If your company goes through a share split, consolidation, or reorganisation, your Register of Members must be updated to reflect the new share structure.
For example:
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If you did a 100-for-1 share split, each shareholder’s number of shares increases 100x, but the total ownership percentage stays the same.
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Your register should show this new breakdown immediately after the change.
In theory, you should also reissue share certificates showing the updated details (number of shares and nominal value).
In practice, many early-stage startups skip this step until their next funding round - but the correct legal approach is to issue new certificates once the change takes effect.
Using FounderCatalyst or other cap table tools
FounderCatalyst (and similar tools) let you export your cap table - a snapshot of all shareholders and their holdings.
You can download that data and use it to populate the Register of Members document you use.
Even if you keep this digitally and privately (not publicly on Companies House), it’s good governance to have it on hand.
Register of Members vs. Register of Allotments
These two documents can look quite similar, but they serve slightly different legal purposes:
Many startups merge this information or rely on Companies House filings, but ideally, you’d maintain both.
What date is used in the register?
The date on the share certificates.
In summary...
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Keep an up-to-date spreadsheet or register showing shareholders, directors, and PSCs
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Update it whenever you issue, transfer, or change shares
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Make sure it matches Companies House and your cap table
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It’s most critical when you raise money or get acquired
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You don’t need “certification” - just consistency and accuracy
