Shareholder transparency reforms under ECCTA

Improved shareholder transparency is another member of this cluster of ‘known but not yet live’ obligations. An industry consultation on the changes took place in spring 2026. No commencement date has yet been announced, and shareholder transparency was not named among the explicit ‘next steps’ detailed in Companies House’s latest report to Parliament, published in June 2026. Given the scope, however, many companies and their accountants are starting to think about how they may be affected by the changes.

It is one of the remaining ECCTA reforms with the broadest potential reach and effect, with one 2024 Government estimate suggesting over 10 million separate shareholdings across UK companies. The shareholder transparency package touches the register of members – a document every single UK company is legally required to hold. When the shareholder transparency reform commences, it will change what ‘compliant’ looks like for a document that many owner-managed businesses have not seriously reviewed in years.

The shareholder transparency reforms are delivered through five sections of ECCTA (sections 46 to 50), each amending or inserting provisions into Part 8 of the Companies Act 2006, which governs a company’s register of members.

What’s the current position on recording details of shareholders?

Every UK company is required to create and maintain a register of members, a vital record which must include the name and address of each shareholder, along with details of their shareholding in different share classes.

Before the implementation of the Small Business, Enterprise and Employment Act 2015, companies had to submit a full list of shareholders to Companies House at least every three years. Since then, the requirements for most companies to submit shareholder information to Companies House are more limited:

• All subscriber shareholders must be included in the application to form a company, including their name, an address, and details of their shareholding in each share class.
• Updated shareholder information, following share allotments, share transfers and other relevant transactions, is only reported as part of the confirmation statement covering the period in which the transaction took place.
• After incorporation, unless a shareholder qualifies as a person with significant control, Companies House only receives a name for each shareholder alongside details of how many shares they hold in each class.

One part of the shareholder transparency forms under ECCTA has already been implemented. This change, introduced by Section 49, removed the option for private companies to keep their member information solely on the central register held at Companies House, rather than in their own local register of members. This took effect on 26 January 2026, and companies that previously elected to use the central register had to bring their register of members back in house from that date.

Why are changes needed to improve shareholder transparency?

ECCTA’s focus is on improving transparency and reducing the scope for financial crime. In that context, Companies House is aware that it can be difficult to see who the shareholders in a company are. Viewing the public register on Companies House’s website, it is very rare for all the shareholders in a company to be listed in one place. Instead, shareholders are usually recorded across multiple PDFs over many years as transactions occur.

Beyond what Companies House admit, it’s likely that a lot of the shareholder information on the public register is out of date, where changes in shareholdings have failed to be reported as part of the annual confirmation statement. In many cases, the shareholdings reported do not match up to share structure described in the latest statement of capital.

While the register of members has always been a key document required by legislation, and is the true record of who a company’s shareholders are, historically many companies have paid it limited attention. Some companies would not even be able to point to a register of members. In some cases, the information held is lacking, making it hard to identify or have the means to contact shareholders. Some companies fail to keep their register of shareholders up to date as transactions occur.

As well as a breach of legislative requirements, this can also pose practical difficulties, for example when an up-to-date register of shareholders is required when seeking investment or upon company sale.

One option considered as a response was full identity verification for all shareholders, beyond the requirement that exists for PSCs. Thankfully, the Government decided that the incremental potential benefit of this option was outweighed by the administrative burden and cost on businesses, with the Government’s own analysis suggesting a net annual cost to business of shareholder identity verification of £153.4 million (with £787 million in year-one setup costs), compared with a net annual cost of around £21 million for the entire rest of the Companies House reform package.

The shareholder transparency reforms that form part of ECCTA are the Government’s attempt at a pragmatic solution, aiming to create greater transparency of shareholdings without a wildly disproportionate burden on businesses.

Changes to the register of members

The highlight: Full legal names, rather than initials or nicknames, will be required in the register of members. A service address for each member will also need to be recorded.

Currently, there’s no definition of what constitutes a “name” entered in the register of members. In practice, that often means shareholders are recorded with initials (I could be listed as “J Korchak”), shortened names or nicknames (“John Korchak”), or surnames only (“Mr Korchak”).

Section 46 of ECCTA inserts new sections 113A and 113B into the Companies Act 2006, defining an individual member’s required ‘name’ as their full forename and surname (or, for a peer or someone customarily known by a title, that title), and requiring a full legal name for corporate members.

While an address to contact shareholders has always been needed, this is now formalised as a requirement for a service address at which shareholders can be contacted. This won’t need to be a residential address.

Section 46 makes clear that a member’s rights are not affected merely because their name is not yet recorded in the new format – so as a shareholder recorded as “J Korchak” today, I would not cease to be a member once the provision commences, though the company and I would be technically non-compliant with the new format requirement until it is corrected.

Recognising that some of the new required information could be sensitive, Section 24 inserts a new section 120A into the Companies Act 2006, enabling the Secretary of State to make regulations protecting sensitive ‘individual membership information’ from public disclosure, and meaning a company can only use or disclose it as permitted by the regulations.

What still needs to be decided about the format of the register of members?

There are some areas where the requirements for the register of members are less clear.

Whereas some other new requirements specifically exclude companies limited by guarantee, in this case there is no explicit carve-out. In some ways that makes sense, as many companies limited by guarantee would benefit from a specific requirement to audit and update their register of members, although many – including some with hundreds of members, often recorded with just initials in the register – will have a significant task to comply.

Companies House has also consulted on whether companies should be required to obtain and maintain further information on shareholders as part of the register of members, and then potentially supply more data for the public record. For example, the Registrar has mentioned:

• For individuals, a date of birth, to help distinguish individuals (for example, two ‘John Smith’ members)
• For corporate shareholders, a company registration number and corporate jurisdiction

To date, there is no summary of the results of this consultation, or the planned policy response. Companies House has acknowledged, however, that while extra material may hold some value in promoting transparency, there is a cost in terms of the practical difficulties for companies in obtaining information from shareholders, who might be difficult to contact or be reluctant to provide more personal details.

Sometimes the ultimate beneficial shareholder is not the person listed in the register of members, and – perhaps surprisingly – the shareholder transparency requirements as drafted make no attempt to change that. As it stands, a nominee shareholder or a corporate trustee would be listed in the register of members, rather than the ultimate beneficiary of the shares. That does not fit neatly with the transparency agenda, and there is the risk of abuse of such arrangements as the requirement to record shareholder details becomes more onerous.

It is possible, therefore, that the Government may look to introduce ‘look through’ requirements, to better expose underlying shareholder details. A change to this effect might be introduced as part of the broad regulation-making power inserted by section 46. This allows the Secretary of State to change what counts as ‘required information’ about a member by secondary legislation.

Submitting a one-off shareholder list to Companies House

The highlight: Every company will need to file a one-off statement to Companies House with details about their members. This will need to be supplied alongside their confirmation statement.

Section 50 requires every company (other than those limited by guarantee or unlimited companies) to file a one-off statement of ‘relevant membership information’. This will need to be supplied alongside the company’s first confirmation statement due after a commencement date to be announced. The explanatory notes to the legislation explicitly state that the commencement date will be announced sufficiently far in advance for companies to gather information that they don’t already hold in the required format, a tacit admission that for some companies this will be a significant undertaking.

The requirements differ depending on whether the company is trading on a market:

• For a non-traded company, which includes the vast majority of UK companies, this means a requirement to submit the name of every person who was a member at the confirmation date, and the number of shares of each share class each of those shareholders held.
• For a traded company, the requirement is narrower. Only the name, address and shareholding of anyone holding 5% or more of the issued shares of any class must be submitted in the membership statement.

This does make it feel like the burden is primarily on non-traded companies, especially those with a lot of shareholders. It means a 0.1% shareholding in a private company needs to be reported, whereas a 4.9% shareholding in a listed company would not.

We presume, by the time this membership statement is submitted, companies will need to have fully cleaned their register of members, including names in the right format and any other information that will need to be collected for shareholders. While the details are far from finalised, it is possible that the membership statement – and potentially the confirmation statement it sits alongside – would be rejected if full names are not provided. That could create a similar compliance headache for accountants as the requirement in the year from 18 November 2025 to submit directors’ Companies House personal codes as part of a confirmation statement, which has caused the acceptance rate for confirmation statements to plummet, and generated an enormous amount of rework.

This exercise will mean a company’s shareholder data on the public record will be brought up to the same standard via a single submission. However, Companies House is currently still considering whether and how companies would be expected to keep the one-off shareholder list current on the public record afterwards. As shareholdings change constantly – far more often than director or PSC appointments – a single snapshot risks quickly becoming outdated. The existing filing requirements – to notify just changes in shareholdings as part of the confirmation statement – would, even if they are submitted correctly by all companies, eventually create the same situation as today where shareholder information on the public record often has to be pieced together from many documents.

An option mooted would be to require non-traded companies, as part of each confirmation statement, either to:

• provide a full shareholder list (if there have been any changes to shareholders since the previous confirmation statement); or
• confirm there have been no changes.

Enforcement of the shareholder transparency provisions

Section 46 introduces new obligations, controls and enforcement powers to facilitate the new shareholder transparency requirements. The new sections inserted into the Companies Act 2006 include:

• Section 113D requires a new member to supply information within two months of becoming a member
• Section 113E requires members to notify changes
• Section 113F gives the company itself a new power to issue a formal notice requiring a member to provide or update their information within one month
• Sections 113G, 113I and 113J create linked offences – for a member’s unreasonable failure to comply, and for supplying false or misleading information – with an aggravated offence where the false statement is made knowingly. The latter offences can apply both to companies and individual shareholders

Under section 47, the courts gain a widened power to rectify a company’s register of members covering any information held in the register, rather than just shareholder names.

As with so many enforcement provisions, it will be interesting to see how these all work in practice. In practical terms, it will be difficult for a company to compel a shareholder they cannot even trace – so what should they then do? What ‘reasonable excuse’ for non-compliance with the requirements will be acceptable in practice? And how actively will Companies House look to use their disciplinary powers?

Identifying challenging cases – 10 scenarios to look for

Here are some types of company, scenario and shareholding that could pose a challenge with these new rules, and which will demand special attention:

• Crowdfunded SEIS/EIS companies, which can have hundreds of small shareholders — compiling, verifying and formatting a genuinely complete list at that scale is a materially bigger exercise than for a typical owner-managed company.
• EMI and other option-scheme leavers. Fast-growing private companies often have lots of small shareholders from exercised option schemes, who may since have left employment, moved house, changed their name by marriage, or lost contact entirely. These may require significant effort to trace for appropriate, updated details.
• Residents’ management companies for large blocks of flats, featuring a large number of shareholders and high shareholder turnover, where shares change hands – and the register of members should therefore be updated – whenever a flat changes ownership.
• Older companies limited by guarantee that have allowed their membership information to become out of date.
• Volunteer-run bodies – community associations, membership clubs, co-operatives structured as companies, some charitable companies – often feature a large number of members, and may struggle to apply the administrative capacity that ordinary trading companies have to run a data-cleansing exercise.
• Untraceable shareholders in dormant companies or long-inactive companies. Old shell or dormant companies often carry shareholders who moved, died, or simply vanished, with no realistic route to compliance if they genuinely cannot be found.
• Multiple classes of share, especially where share capital reorganisations have taken place, with a need to reconcile shareholders with their (updated) holdings across different classes.
• Informal family transfers. Family companies where shares ‘passed down’ without a properly executed stock transfer form leave real doubt about who the legally correct member is to record – which would now need to be worked through.
• Deceased shareholders with unadministered estates. Where shares haven’t been formally transmitted to executors or beneficiaries, the register may still show a dead person’s name, and compliance realistically depends on a personal representative’s willingness to engage with a company they may have no other dealings with.
• Joint shareholdings. Where shares are held jointly (whether by spouses, or trustees acting jointly). It’s not yet clear how the ‘one member, one full name and address’ model is meant to apply.

How to prepare for the new shareholder transparency changes

Especially after the challenges of identity verification over the last year, companies and their accountants will be keen to avoid last minute panic for each new set of Companies House changes. While there is no set commencement date for the shareholder transparency reforms, and some of the detail is subject to confirmation, it is still possible to make significant progress – especially on the core requirements of a fully-named, address-complete register of members.

Here are the types of actions that accountants and their client companies can start to take.

A particularly useful discipline for accountants would be to treat this as part of the annual confirmation statement conversation now, even before there’s a legal requirement to do so. Asking “is your register of members fully named and up to date” alongside your standard confirmation statement checklist costs little and means clients are not caught out when an appointed day is finally set. As the spike in work related to client identity verification starts to subside, there may be a good opportunity to support clients in updating and rectifying their registers, and a potential revenue opportunity for the practice in doing so.