Legal Due Diligence · glossary
A company's own legal record of who holds its shares. It is the starting evidence of ownership, but it shows no trusts and no unregistered claims. The SPA's title warranties cover those. Report §3.1 · Chapter 6
Explained in Chapter 6, Corporate and Title, of Legal Due Diligence.
The main page for this term is Register of members, in Shareholders' Agreements.
Founders often tell a story about who put in the money and who was promised shares. The review relies instead on the register of members, the company's own legal record of who holds its shares. In English law the register is the starting evidence of who the shareholders (the “members”) are, but a court can correct it. A share certificate only shows what the register said on the day it was issued.Read Chapter 6, Corporate and Title →
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