register of members

What is a Register of Members?

register of members

As a company owner or director, you are responsible for maintaining certain statutory registers. One of the most important registers to keep up to date is the register of members. If your company issues shares, the register of members is also known as the register of shareholders.

Before the advancements of modern technology, companies would keep all of their statutory registers in paper form, usually a a single bound book or loose-leaf binder for example. However, keeping electronic records is just as acceptable and can be a lot easier to update. As long as the register of members can be printed off and put into a hard copy, then you will be fine.

What needs to be listed in a register of members?

The register or members, or register of shareholders, is a record of the individuals who own the company and the details of the shares they hold. You should ensure that your register of members includes the following information:

  • The name of each member / shareholder
  • The contact address for each member / shareholder
  • The number and classes or types of share held by each shareholder
  • The amount paid or agreed to be paid on each share
  • The date that each shareholder became a member of the company
  • The date each shareholder ceased to be a member of the company (where applicable)

To make it easier to find information, some companies will also record other details about members alongside the register, such as contact details etc.

While this may prove to be convenient for admin purposes, you need to take care with what extra information you record on the register.

Each shareholder or member has the right to view the register of members, so it may not be very appropriate for them to see personal details about other members listed on the register.

Who should or shouldn’t be listed on the register of members?

Obviously, this is a statutory register of your company members /shareholders, so you should list every single individual who holds shares. Even when a corporate body holds shares within your company, their company details should also be listed.

Having said this, there are certain rules about who should and should not be listed as a member:

If company shares are being held in a nominee account, then the register should only list the name of the nominee and not the actual name of the beneficial owner.

Trusts, pension schemes or settlements do not have any legal capacity, so therefore it is usual for most of the trustees to be listed on the register as the registered shareholders.

A normal unincorporated partnership holding shares cannot be listed as shareholders, but a registered limited liability partnership has its own legal identity, so therefore can be a registered shareholder and be listed as such in the register.

If you have joint holders of shares, they can be recorded, but each name would have to be entered on the register separately, but only one address needs to be recorded.

Holders of a public office can be registered.

Should a company decide to hold its own treasury shares, it should be included in the register of members.

Unexercised share options should not be listed on the register of shareholders.

Does the number of members you have affect things?

If you have just one member or over fifty members, there are particular requirements for companies to take on-board.

For a company with just one single member, your members register must include this information as an extra note. The note will have to be amended of course in the future as and when you gain more members, but should a company that starts off with more members reduce down to a single member company at any time, a note detailing this must be added.

When a company has over fifty members, your index of names of members should be maintained and amended as numbers go up or down. Having a separate index will be useful for your paper register-of-members, but one will not be needed if you already keep it in an indexed form, such as an electronic shareholders list that is sorted alphabetically by name.

Your register-of-members is normally held at your company’s registered office address, and Companies House will assume your register will be kept there at all times, unless you inform them otherwise. You can arrange for your register-of-members to be made available for inspection somewhere else. This is known as a Single Alternative Inspection Location, or SAIL for short.

Who is responsible for maintaining the register of members?

The responsibility of keeping an up to date register of members falls to the company’s officers. This basically means the company directors and the company secretary, if one exists. The task of keeping the register up to date may be quite simple, especially where there are very few shareholders involved. It may never need to be updated should there be no change whatsoever.

The task of updating and maintaining a register of members really only becomes more demanding should your company have lots of shareholders. A close eye should be kept on the record should your company shares be transferred frequently.

For much larger companies it can often be easier to outsource the job to a specialist company to act as a registrar.

This would help to ease the burden of having to constantly update your register, however this may come at a costly price and you would have to be careful to choose a registrar with a proven track record and good customer feedback. This is an important statutory register so should be handled correctly.

How often should we update the register of members?

You will record your first entries into the register of members when your company is first incorporated. This will include details of the subscriber shareholders and the shares taken.

Once you are up and running you should swiftly update your register of members when any of the following occurs:

  • Should shares ever pass from one person to another, whether by a normal share transfer or
  • transmission on the death of a shareholder
  • When a shareholder changes their address
  • When a shareholder changes their name
  • Your company issues new shares to a new or existing shareholder
  • Your company’s shares are reorganised, such as on a share split, share redemption, share consolidation, cancellation of shares, conversion of shares etc.

Should someone cease to be a shareholder, their name will remain on the register of members but a note will be recorded alongside with the date they ceased to be a member. The name of the former shareholder will remain on the register of members for ten years after the date they ceased being a shareholder. After this date their name can be removed from the register.

You do not have to report each and every update or change on the register of members to Companies House immediately. However, certain changes do need to be notified such as share allotments, share splits and share consolidations. There are forms to be filed with Companies House for this and you will also need to update your register of members.

While regular share transfers do not need to be filed with Companies House, most of the details recorded in your members register will need to be included on your next annual Confirmation Statement.

Conclusion

Your register of members is your primary source of who holds shares in your company. It is a requirement of the Companies Act 2006, that you keep your register of members up to date. Failure to do so can see your company officers facing a fine.

Your register of members can be inspected by all shareholders and others can also make a request to view it. If any inaccuracies are found it could make your company look disorganised and your shareholders could swiftly lose faith and trust in your company and about how well it is being managed.

Источник: https://www.yourcompanyformations.co.uk/blog/what-is-a-register-of-members/

Choosing Your LLC Registered Agent

register of members

Last updated November 2, 2020

Most LLC filing companies trick you into hiring them as your LLC’s Registered Agent.

We’ll give you the truth about what a Registered Agent is, tell you what your options are, and how to save money.

LLC Registered Agent: Form an LLC (6/11)

What is a Registered Agent & Registered Office?

There needs to be a reliable street address (and a reliable point of contact) where legal documents can be delivered in case your LLC is sued.

This is known as your Registered Office and Registered Agent.

Your Registered Office must be a street address located in the state where your LLC is formed.

Your Registered Office cannot be a PO Box address.

Think of your Registered Office as the “home base” for your Registered Agent.

Your Registered Agent should be available at this address during normal business hours to receive any documents on behalf of your LLC.

Your Registered Office can be an actual office address, or it can be your home address, or even the address of a friend or family member.

Service of Process

Again, your Registered Agent must agree to accept delivery of legal documents related to any lawsuits against your LLC.

Delivery of legal documents related to a lawsuit is known as Service of Process.

Service of Process includes items such as complaints, summons, and/or subpoenas.

Many states will also use your Registered Agent as a general point of contact for mailing you business & state tax notices, payment reminders, and other documents.

Who Can Be Your LLC’s Registered Agent?

You have 3 options for designating your LLC’s Registered Agent:

Option 1: You can be your LLC’s Registered Agent.

Option 2: A friend or family member can be your LLC’s Registered Agent.

Option 3: You can hire a Commercial Registered Agent for a fee.

Note: There are a couple states that allow your LLC to serve as its own Registered Agent, but this is the exception to the rule. In 90% of the states your LLC cannot be its own Registered Agent.

How Do I Know Which Registered Agent to Choose?

It depends on whether or not you have a street address located in the state where you are forming your LLC.

If you have a street address in the state, then choose Option 1.

Option 1 is the most convenient and least expensive (it’s free!). This is what the majority of our customers do.

If you don’t have a street address in the state, then choose Option 2 or Option 3.

Choose Option 2 if you have a trusted friend or family member (who has a street address in the state).

Since you won’t need to hire a Commercial Registered Agent, you’ll save yourself some money.

If you (or friends or family members) don’t have an address in the state, then you will need to choose Option 3 and hire a Commercial Registered Agent.

Commercial Registered Agent

A Commercial Registered Agent is a company that specializes in receiving Service of Process on behalf of businesses nationwide. They typically charge between $100-300 per year.

Once hired, they will receive Service of Process on behalf of your LLC and then forward it to you by mail at any address you’d . Most will also fax or email your documents if preferred.

If you need a Commercial Registered Agent, we recommend Northwest Registered Agent (for $125 per year).

Northwest will scan any mail that is sent to your LLC and upload it to your online account. They’ll also let you use their address throughout your entire LLC filing for added privacy (keeping your address off of public records).

Special offer: If you hire Northwest to form your LLC ($39 + state fee), they’ll include their registered agent service free for the 1st year.

Registered Agent Myths Exposed

Unfortunately, many LLC formation companies trick you into hiring them as your Registered Agent.

These companies hide this information in the fine print during the checkout process.

Most people don’t realize they are paying extra fees that are being automatically charged to their credit cards each year.

These companies use language , “Your LLC is required to have a Registered Agent.” (and then give no additional information).

While your LLC is required to have a Registered Agent, they don’t tell you that you have other options outside of their company…

you being the Registered Agent for your LLC, or using a friend or family member as your LLC’s Registered Agent.

Even if you need to hire a Commercial Registered Agent, you should use a reputable company… not companies that have to trick you into hiring them.

Registered Agent Recap

Once you determine who your LLC’s Registered Agent will be, you will then list their name and address when you file your LLC Formation Documents with the state.

Don’t worry about being “locked in” to one Registered Agent…

If you ever need to change your Registered Agent (or Registered Office), you just need to file a simple form with your state and pay a small fee.

Источник: https://www.llcuniversity.com/llc-registered-agent/

Free Single Member LLC Operating Agreement Template

register of members

Your single member operating agreement should include information on contributions, bookkeeping, management, dissolution and more. Our free single member LLC operating agreement template covers the essential topics your LLC needs:

Article I: Company Formation

This first section of the single member LLC operating agreement basically serves 4 functions:

  1. Affirms that the LLC has been or will be formed with the state

  2. Lists key business information, including LLC name, registered agent, state, purpose and principal place of business

  3. Lists the situations that can end the business (and explains how the LLC can be continued)

  4. Explains how to add new members

Article II: Capital Contributions

Even though you’re the one creating your LLC, you still have to “buy in.” In other words, you’ll fund the LLC with money or other assets (initial capital contributions) in exchange for your ownership interest. You’ll list the total value of your contributions in this section.

Article III: Profits, Losses and Distributions

You’re in business to make money—this section explains how and when you get your money. Profits and losses are determined and allocated annually. After you pay expenses and any liabilities, you can make distributions at any time. If your company or membership interest is liquidated, distributions follow Treasury Regulations.

Article IV: Management

As the sole member, you run the show. This section spells out your powers (control, management, direction, operations, etc.) and your responsibilities (signing contracts, keeping records, etc.).

This article also notes that (assuming you’ve acted in good faith), you’re not personally liable for losses or damages to the LLC or expenses resulting from lawsuits or other actions against the LLC.

Article V: Compensation

Even though it might feel you and the LLC are one and the same, it’s important to maintain a clear distinction. This article notes that if you incur an out-of-pocket expense or render a service to the LLC, you may be entitled to reimbursement or compensation.

Article VI: Bookkeeping

This section explains how you’ll keep financial records, including capital and distribution accounts. At the end of each calendar year, you’ll close the books and prepare a member statement (yes, it’s just for you, but these kinds of records are important).

Article VII: Transfers

Imagine a worst-case scenario where your LLC is sued by creditors—who are then awarded membership interest. This article states that such interest doesn’t include rights to participate in the management or operations of the LLC. Creditors would just get distributions (and only until the debt is paid off).

Article VIII: Dissolution

You can end your LLC whenever you want through the process of dissolution. This section notes that upon dissolution, the LLC is responsible for paying debts before making any distributions.

Certification of Formation

This is the signature page. You sign to acknowledge that you agree to abide by the terms of the operating agreement.

Exhibits

At the end of the single member operating agreement, there are also fill-in-the-blank exhibits. These exhibits include places for you to list your member information (your name, address and percent of ownership) and the details of your capital contributions.

How do single member LLCs maintain liability protection?

A single member LLC can lose its liability protection if the owner doesn’t maintain true separation from the LLC. Translation: if you are a single member LLC owner and pay for all your personal stuff the LLC’s checking account, you are opening yourself up to a judge possibly saying you and the LLC are the same entity.

No single member LLC operating agreement is going to save you if you use your LLC bank account to pay for personal items entertainment, food, personal vacations, etc. If you use your LLC bank account as your personal piggy bank, you will lose your liability protection—even if you pay an attorney $5,000 for a fancy single member LLC operating agreement.

The best way to protect your assets from the actions of a single member LLC is to keep everything completely separate. It’s simple. Pay for personal things with your personal money. If the single member LLC has expenses, the single member LLC pays for those expenses the single member LLC checking account.

Источник: https://www.northwestregisteredagent.com/single-member-llc-operating-agreement.html

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