How often is shareholder information updated?
Every private company limited by shares is legally required to notify Companies House of any changes to its shareholding position each year as part of its annual confirmation statement (formerly known as annual returns).
If there have been no changes to the shareholding position since (i) incorporation or (ii) the last filed confirmation statement, the company is required to file a statement of no changes as part of its confirmation statement.
It is important to note that the confirmation statement is only filed annually. As a result, there may have been shareholding changes since the last filed confirmation statement that are yet to be notified to Companies House. With this in mind, if you need to verify the shareholding position of a company, you should always refer to a company’s register of members.
Unless the company has elected to hold its register of members at Companies House (which is rare), the register of members is a private document maintained by the directors of a company, its company secretary or its professional advisers.
Whilst directors have a statutory duty to ensure that Companies House is kept up to date, Companies House is merely a record. The register of members records who, in the eyes of the law, legally own shares in a company.
Is all shareholder information publicly available?
If changes are notified to Companies House, the only shareholder information that is made publicly available as part of the confirmation statement is the name of the shareholder and the number, class and denomination of shares that they hold in the company.
A shareholder’s residential address and other personal information will not be recorded or made publicly available.
What is Companies House and how do I use it?
Companies House is the executive agency of the British government that deals with the regulation and incorporation of companies in the United Kingdom.
You can access Companies House for free by using the Companies House BETA service.
If you search the company, click ‘filing history’ and then view the confirmation statement(s) you will be able to ascertain the shareholding position.
Can shareholders remain anonymous?
The short answer is no. Broadly speaking, there is legislation in place to encourage companies incorporated in England and Wales to be transparent about their ownership.
On 6 April 2016, Part 21A and Schedule 1A to the Companies Act 2006 (the CA 2006) and The Register of People with Significant Control Regulations 2016 came into force. This legislation requires each company that is subject to Part 21A of the CA 2006 to produce, keep and maintain a dedicated register of people with significant control (PSC) over that company. The purpose of the legislation is to increase transparency over who owns and controls U.K. companies. If the ownership structure is complex, a company’s PSC is not always its shareholder(s), but if the ownership is straight forward, there is usually commonality in the shareholding and PSC position.
Further, the Economic Crime and Corporate Transparency Act 2023 has recently come into force. One of the many objectives of the ECCT Act (ECCT Act) is to require, amongst others, persons of significant control to verify their identity at Companies House.
The common theme throughout recent legislation is the requirement for companies to be transparent about its ownership.
Can a company have shareholders that aren’t listed on Companies House?
If the annual confirmation statements have been filed correctly then all of the shareholders of a company should be listed in the company’s annual filing, provided that there have been changes since (i) incorporation or (ii) the last filed confirmation statement.
How can Moore Barlow help?
Our company secretarial team are experts in corporate governance and Companies House requirements. We would be happy to help you with the preparation and filing of your company’s annual confirmation statement, or any other share capital enquiries that you have.