What Is a Share Register? Complete Guide to Securities Registers
A share register (also called a central securities register or shareholder register) is an official record of a company’s share ownership. Every corporation must maintain an accurate register documenting who owns shares, how many, and the history of all share transactions.
This guide explains share register requirements, provides templates, and covers best practices for maintaining accurate shareholder records.
Why Share Registers Matter
A properly maintained share register is essential for:
- Legal compliance: Corporate law requires accurate shareholder records
- Capital raises: Investors need verified cap table information
- Transactions: M&A and IPO processes require clean records
- Tax reporting: Shareholder information supports tax compliance
- Governance: Determining voting rights and quorum
- Dividends: Ensuring correct distribution to shareholders
Share Register Requirements
Corporate legislation typically requires registers to include:
Basic Information
- Names and addresses of all shareholders
- Number of shares held by each shareholder
- Class of shares (common, preferred, etc.)
- Share certificate numbers
- Date shares were acquired
Transaction History
- Original issuances
- Transfers between parties
- Conversions (e.g., preferred to common)
- Stock splits and consolidations
- Cancellations
Central Securities Register (Canada)
In British Columbia and other Canadian provinces, the central securities register must include:
- All issued and outstanding securities
- Names and addresses of security holders
- Number of securities held
- Date of issue or transfer
- Conditions on securities (restrictions, vesting)
The register must be available for inspection at the registered office.
Share Register Template
A basic share register template includes these columns:
| Certificate # | Shareholder Name | Address | Share Class | Shares | Issue Date | Transfer Date | Notes |
|---|---|---|---|---|---|---|---|
| 001 | Founder Name | 123 Main St | Common | 1,000,000 | Jan 1, 2025 | – | Founder shares |
| 002 | Investor Name | 456 Oak Ave | Preferred A | 500,000 | Mar 15, 2025 | – | Series A |
Best Practices for Share Registers
Accuracy
Update the register immediately when any share transaction occurs. Even small errors compound over time and create significant problems at exit.
Documentation
Maintain supporting documents for all entries: board resolutions, share certificates, transfer agreements, and exercise notices.
Reconciliation
Regularly reconcile the share register against cap table models, legal documents, and transfer agent records (if applicable).
Security
Limit access to share register data. Shareholder information is sensitive and should be protected appropriately.
Professional Tools
Consider cap table management software for complex cap tables. Tools like Carta, Pulley, or Shareworks provide audit trails and stakeholder access.
Share Register vs. Cap Table
While often used interchangeably, these serve different purposes:
- Share Register: Legal record of actual share ownership – historical fact
- Cap Table: Forward-looking ownership model including options, SAFEs, and other dilutive securities
The share register feeds the cap table but they may differ when unexercised options or unconverted securities exist.
Frequently Asked Questions
What is a share register?
A share register is an official record of a company’s shareholders, documenting who owns shares, how many, what class, and the complete transaction history. It’s a legal requirement for all corporations and essential for governance, fundraising, and transactions.
What is a central securities register?
Central securities register is the Canadian term for a share register, required under provincial corporate law. It must include all securities (not just shares) – including debt instruments and warrants. The register must be maintained at the company’s registered office.
What should be included in a shareholder register?
A complete shareholder register includes: shareholder names and addresses, number of shares held, class of shares, certificate numbers, issue dates, transfer dates, and any restrictions or conditions on shares. All transactions affecting share ownership must be recorded.
Is there a share register template available?
Yes, simple share register templates are available as spreadsheets. Basic templates include columns for certificate number, shareholder details, share class, quantity, and dates. For complex cap tables, consider dedicated software that maintains proper audit trails.
How do I update a share register?
Update the share register whenever shares are issued, transferred, converted, or cancelled. Record the transaction details including parties, share quantities, dates, and supporting documentation. Maintain a chronological record of all changes.
What is the difference between share register and cap table?
A share register is the legal record of actual share ownership. A cap table is a financial model showing ownership including unissued securities like options and SAFEs. The register shows historical fact; the cap table shows potential future ownership.
Who can access the share register?
Shareholders generally have the right to inspect the share register during business hours. Directors and officers have full access. Third parties typically need shareholder or court authorization. Some jurisdictions require portions to be publicly available.
How long must share registers be kept?
Share registers must be maintained for the life of the company and typically retained for years after dissolution. Minimum retention periods vary by jurisdiction but plan to keep records permanently given their importance for transaction history.
What happens if the share register is inaccurate?
Inaccurate share registers cause serious problems: disputed ownership, blocked transactions, M&A complications, tax issues, and potential legal liability. Clean up errors immediately and implement processes to prevent future inaccuracies.
Do I need a transfer agent for share registers?
Private companies typically maintain their own share registers. Public companies must use registered transfer agents. As companies grow and cap tables become complex, outsourcing to professional administrators or software platforms provides reliability and credibility.
Can share registers be kept electronically?
Yes, most jurisdictions permit electronic share registers. Electronic records must meet the same requirements as paper records: accuracy, completeness, accessibility, and permanence. Many companies use dedicated cap table software for electronic share register management.
What are share register requirements for BC companies?
BC companies must maintain a central securities register at their registered office containing: names and addresses of security holders, securities held, and transaction dates. The register must be available for shareholder inspection during business hours.