Companies Act 2006 s.113 – Register of members

(1)Every company must keep a register of its members.

[^F96 (2)There must be entered in the register—

(a)the names and addresses of the members,

(b)the date on which each person was registered as a member, and

(c)the date at which any person ceased to be a member.^F96]

[^F96 (2)There must be entered in the register, in respect of each person who is a member—

(a)the required information (see sections 113A and 113B), and

(b)the date on which the person was registered as a member.

(2A)Where a person ceases to be a member there must be entered in the register the date at which the person’s membership ceased.^F96]

(3)In the case of a company having a share capital, there must be entered in the register[^F97 , with the names and addresses of the members,^F97] a statement of—

(a)the shares held by each member, distinguishing each share—

(i)by its number (so long as the share has a number), and

(ii)where the company has more than one class of issued shares, by its class, and

(b)the amount paid or agreed to be considered as paid on the shares of each member.

(4)If the company has converted any of its shares into stock, and given notice of the conversion to the registrar, the register of members must show the amount and class of stock held by each member instead of the amount of shares and the particulars relating to shares specified above.

(5)In the case of joint holders of shares or stock in a company, the company's register of members must state the names of each joint holder.

In other respects joint holders are regarded for the purposes of this Chapter as a single member (so that the register must show a single [^F98service^F98] address).

(6)In the case of a company that does not have a share capital but has more than one class of members, there must be entered in the register[^F99 , with the names and addresses of the members,^F99] a statement of the class to which each member belongs.

[^F100 (6A)Where any of the information required to be entered in a company’s register of members changes and, at the time of the change, it is a non-traded company—

(a)the fact that the information has changed does not relieve the company from the obligation to include the old information in the register if it has not already done so,

(b)the old information must be retained in the register until its removal is authorised by section 121 or by court order under section 125, and

(c)a note must be included in the register recording the date on which the information changed and the date on which the change was entered in the register.

(6B)Where any of the information required to be entered in a company’s register of members changes and, at the time of the change, it is a traded company, the company is not required to include or retain the old information in the register.

(6C)The Secretary of State may by regulations—

(a)amend subsection (6A) so as to provide for it to apply in relation to traded companies, and

(b)repeal subsection (6B) in consequence.

(6D)Regulations under subsection (6C) are subject to affirmative resolution procedure.^F100]

(7)If [^F101, without reasonable excuse,^F101] a company makes default in complying with this section an offence is committed by—

(a)the company, and

(b)every officer of the company who is in default.

(8)A person guilty of an offence under this section is liable on summary conviction to a fine not exceeding level 3 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 3 on the standard scale.

[^F102 (9)In this section—

“non-traded company” means a company that is not a traded company;
“relevant market” has the meaning given by section 853E(6);
“traded company” means a company any of whose shares are admitted to trading on a relevant market or on any other market which is outside the United Kingdom. ^F102]

Read section 113 in the full Act → Definitions (8) Cases (19)

Definitions used in section 113

company

“company” means a company formed and registered under this Act, that is—

(a)

a company so formed and registered after the commencement of this Part, or

(b)

a company that immediately before the commencement of this Part—

(i)

was formed and registered under the Companies Act 1985 (c. 6) or the Companies (Northern Ireland) Order 1986 (S.I. 1986/1032 (N.I. 6)), or

(ii)

was an existing company for the purposes of that Act or that Order,

(which is to be treated on commencement as if formed and registered under this Act).

Defined in s.1(1) · see it in the full Act

(4) In this section and that Schedule “company” includes any body corporate.

Defined in s.1159(4) · see it in the full Act

the register

(2) The records relating to companies are referred to collectively in the Companies Acts as “the register”.

Defined in s.1080(2) · see it in the full Act

member

(2) In sub-paragraph (1) “member” has the same meaning as it has by virtue of section 7(1) of that Act .

Defined in Sch.2 Pt.1 · see it in the full Act

share

(1) In the Companies Acts “share”, in relation to a company, means share in the company's share capital.

Defined in s.540(1) · see it in the full Act

the registrar

(3) In the Companies Acts“the registrar of companies” and “the registrar” mean the registrar of companies for England and Wales, Scotland or Northern Ireland, as the case may require.

Defined in s.1060(3) · see it in the full Act

the court

(1) Except as otherwise provided, in the Companies Acts “the court” means—

(a)in England and Wales, the High Court or the county court;

(b)in Scotland, the Court of Session or the sheriff court;

(c)in Northern Ireland, the High Court.

Defined in s.1156(1) · see it in the full Act

(2) The provisions of the Companies Acts conferring jurisdiction on “the court” as defined above have effect subject to any enactment or rule of law relating to the allocation of jurisdiction or distribution of business between courts in any part of the United Kingdom.

Defined in s.1156(2) · see it in the full Act

officer

“officer”, in relation to a body corporate, includes a director, manager or secretary;

Defined in s.1173(1) · see it in the full Act

daily default fine

(1) This section defines what is meant in the Companies Acts where it is provided that a person guilty of an offence is liable on summary conviction to a fine not exceeding a specified amount “and, for continued contravention, a daily default fine” not exceeding a specified amount.

Defined in s.1125(1) · see it in the full Act

Cases considering section 113 (19)

John Palmer & Anor v P1 Pit Stop Limited & Ors

[2026] EWHC 1924 (Ch) · 31 July 2026

The absence of a register breached the company's statutory obligation, and the court reconstructed the information that should have been recorded. (see paras [5], [82]-[83])

Jonathan Frank Bown v Clive Shipley & Anor

[2026] EWHC 918 (Ch) · 20 April 2026Interprets

Applies section 113 as identifying the relevant statutory register of members for the standing question. A Companies House record does not replace that register. (see para [29])

Richard Padun v Neil Dickinson & Anor

[2024] EWHC 528 (Ch) · 11 March 2024

Applies the statutory requirement for companies to keep registers of members. The failure to maintain registers prevented the petitioners from relying on existing registration and required rectification before membership could be established. (see paras [8]–[12])

Mohammed Arshad Alam v Pervez Alam & Anor[2023] EWHC 1460 (Ch) · 15 June 2023
Blunt v Jackson & Ors[2013] EWHC 2090 (Ch) · 17 July 2013
Nilon Limited and another v Royal Westminster Investments S.A. and others[2015] UKPC 2 · 21 January 2015
Andrew Bland & Anor v Jeanette Keegan (Re JDK Construction Limited)[2024] EWCA Civ 934 · 5 August 2024
Randhawa & Anor v Turpin & Anor[2017] EWCA Civ 1201 · 1 August 2017
Fox-Davies v Burberry Plc[2017] EWCA Civ 1129 · 26 July 2017
Burry & Knight Ltd & Anor v Knight[2014] EWCA Civ 604 · 14 May 2014
Shaheen Shan v The Registrar of Companies & Ors[2026] EWHC 1058 (Ch) · 6 May 2026
Yiannakis Chambi (also known as John Chambi) v Aristos Aristodemou (also known as Ari Aristodemou) & Anor[2024] EWHC 1610 (Ch) · 4 July 2024
Andrew Bland & Anor v JDK Construction Limited (in liquidation) & Anor[2023] EWHC 2805 (Ch) · 13 October 2023
Earl August Krause & Ors v Tellisford UK Limited & Ors[2023] EWHC 2143 (Ch) · 29 August 2023
Zahir Aziz v B & S Partnership Limited & Ors.[2023] EWHC 648 (Ch) · 23 March 2023
DR ROHIT KULKARNI v GWENT HOLDINGS LIMITED & Anor.[2022] EWHC 1368 (Ch) · 8 June 2022
GW Pharmaceuticals PLC, Re (Part 26 of the Companies Act 2006)[2021] EWHC 716 (Ch) · 25 March 2021
Eckerle & Ors v Wickeder Westfalenstahl GmbH & Anor[2013] EWHC 68 (Ch) · 23 January 2013
Halcrow Holdings Ltd, Re V[2011] EWHC 3662 (Ch) · 9 November 2011

What each judgment says about section 113 is in the case-law panel in the full Act.

Explanatory note

240.This section restates section 352(1) to (5) of the 1985 Act. The only new provision is subsection (5) which makes it clear that, for the purposes of this Chapter, joint holders of a share fall to be treated as a single member, so the register need only show a single address although all their names must be stated in the register.

All the explanatory notes for the Act

Amendments and notes

7 notes from legislation.gov.uk

Amendments

F96S. 113(2)(2A) substituted for s. 113(2) (26.10.2023 but only so far as it confers a power to make regulations or relates to the exercise of the power, otherwise prosp.) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 46(4)(a), 219(1)(2)(b) text substituted prospectively or the amendment may be in effect for limited purposes, see the commentary.
F97Words in s. 113(3) omitted (26.10.2023 but only so far as it confers a power to make regulations or relates to the exercise of the power, otherwise prosp.) by virtue of Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 46(4)(b), 219(1)(2)(b) text omitted prospectively or the amendment may be in effect for limited purposes, see the commentary.
F98Word in s. 113(5) inserted (26.10.2023 but only so far as it confers a power to make regulations or relates to the exercise of the power, otherwise prosp.) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 46(4)(c), 219(1)(2)(b) text inserted prospectively or the amendment may be in effect for limited purposes, see the commentary.
F99Words in s. 113(6) omitted (26.10.2023 but only so far as it confers a power to make regulations or relates to the exercise of the power, otherwise prosp.) by virtue of Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 46(4)(d), 219(1)(2)(b) text omitted prospectively or the amendment may be in effect for limited purposes, see the commentary.
F100S. 113(6A)-(6D) inserted (26.10.2023 but only so far as it confers a power to make regulations or relates to the exercise of the power, otherwise prosp.) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 46(4)(e), 219(1)(2)(b) text inserted prospectively or the amendment may be in effect for limited purposes, see the commentary.
F101Words in s. 113(7) inserted (26.10.2023 but only so far as it confers a power to make regulations or relates to the exercise of the power, otherwise prosp.) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 46(4)(f), 219(1)(2)(b) text inserted prospectively or the amendment may be in effect for limited purposes, see the commentary.
F102S. 113(9) inserted (26.10.2023 but only so far as it confers a power to make regulations or relates to the exercise of the power, otherwise prosp.) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 46(4)(g), 219(1)(2)(b) text inserted prospectively or the amendment may be in effect for limited purposes, see the commentary.