The Companies Act requires organisations to keep a register of its members (shareholders) up to date at all times, and that failure to do so could result in penalties. At Marshall Sterling we are here to assist your company in solving this burdensome task.

According to legislation, the information that a company is required to hold is:

• Name of shareholder (names of each individual for joint holdings)
• Contact address
• Date became a shareholder
• Date ceased to be a shareholder
• Number of shares
• Class of share held
• Amount paid (or agreed to be paid)

This information needs to be updated as soon as possible whenever there is a:

• Change of shareholder (Normal transfer or transfer on death)
• Shareholder details change (name, address etc.)
• New shares are issued
• Shares are reorganised (consolidation, splits, cancellation etc.)

For small private companies where the register of shareholders is fairly static and does not change that often, keeping the register up to date can be carried out in-house or contracted to a registrar such as Marshall Sterling. If a company decides to do it themselves, they may find that as they grow and the number of shareholders increases (possibly through a round of fundraising), that it becomes harder to scale up. The maintenance of the shareholder register could start to take up too much management time, become more expensive to maintain and pose an operational risk to the company. Outsourcing the management of the shareholder register is becoming more common place for companies who wish to grow, particularly in when the company conducts a Public or Private Placing.

If a company is at the stage where it has decided to seek a stock market listing for its securities (equity or debt), generally, the securities must be eligible for electronic settlement or some other equally efficient settlement protocol, such as through a Centralised Securities Depository for example CREST or Euroclear.

As with private companies, public companies also need to keep their shareholder register up to date. The difference being that the securities could change hands in days and the number of shareholders could be in the thousands.

Marshall Sterling is well positioned to take the burden out of this process by way of its Registrar Services, allowing you/your organisation to focus on its core business activities.

This service can also include:

• Initial discussions regarding any proposed fundraise so assess the best options for you such as Private Placements or Public (Stock Market) listings
• Assistance with structuring the finance by way of Equity, Debt or Hybrid means
• Drafting of appropriate and compliant legal documentation and financial promotions such as an Information Memorandum or Prospectus
• Providing you and your investors with access to an online platform that will facilitate:
  • A gateway for Qualified Investors
  • An Appropriateness Assessment
  • Anti-Money Laundering checks and Identity Verifications
  • Payment services
  • Database maintenance for subscription dates, sums and dividend or coupon calculations
  • Exchange Reporting for listed securities; and
  • Assistance with fundraising

Whether you are solely looking for a Share or Bond Registrar, or if you would like to discuss a broader range of ways Marshall Sterling might be able to add value whilst reducing your costs, use the contact form to request a call back and a member of our team will be happy to help.