Members/Shareholders/Owners

(Note: this page is currently being re-written in view of recent law changes. Some of the information here may no longer be current. UKcorporator's incorporation process however remains perfectly valid and effectual and complies with current law.)

The member(s)/shareholder(s)/owner(s) are the person(s) or entities who or which will, collectively, own the company. (For all common types of companies - i.e. other than companies limited by guarantee or unlimited companies without a share capital - member(s) and shareholder(s) are one and the same person(s) or entities. Hence, these terms are often used interchangeably.)

A private company which is limited by shares (or by guarantee, for that matter) need only have one member/shareholder - Companies (Single Member Private Limited Companies) Regulations 1992, SI 1992 / 1699.

For practical reasons, UKcorporator will only cater for up to 6 members/shareholders, unless you choose one of UKcorporator's two standard company formation configurations, in which case there will only be one or alternatively two members/shareholders.

The initial member(s)/shareholder(s) of a company are known as the 'subscribers'. The persons who sign the memorandum of association (i.e. the 'subscribers') are deemed to have agreed to become members of the company, and on its registration are required to be entered as members in its register of members - section 22 of the Companies Act 1985. Again, UKcorporator attends to this requirement when generating the register of members.

A director or company secretary may also be a member/shareholder of the company. The sole director of a private company may also be the sole member/shareholder of the company (but may not also be the sole company secretary).

A member/shareholder need not be a natural person. For example, a company or Scottish firm may be a member/shareholder.

Under the Companies Act 1985, there is no restriction on any or all of the members/shareholders being from an overseas country (i.e. outside the United Kingdom in terms of residency, domicile, citizenship, place of incorporation or all or any of those concepts). Nevertheless, this general proposition may be subject to any applicable foreign investment rules which may apply from time to time.
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