Understanding Register of Members

October 5, 2020

Now that the Accounting and Corporate Regulatory Authority (“ACRA”) maintains the electronic register of members (“eROM”), whenever you lodge filings in relation to shares e.g. allotment of shares, transfer of shares, update of shareholders’ particulars, the eROM will be automatically updated.

But do you know that eROM was only implemented with effect from 3 January 2016? This means that companies which were incorporated before 3 January 2016 would have set up and maintained its statutory registers manually. Even with the implementation of eROM, it only contains information on shareholders from 3 January 2016 onwards.

A Quick look at eROM

This is the eROM maintained by ACRA. If you have maintained your Company’s Register of Members manually, you will notice that the information set out in the eROM is largely similar. If your Company was incorporated after 3 January 2016, you will be happy to note that you do not necessarily have to separately maintain Register of Members manually going forward.

However, we do wish to highlight two points: -

eROM was only implemented after 3 January 2016. It does not contain share-related transactions prior to this date and will only be complete if your Company provides complete information to ACRA. Hence, eROM is incomplete especially if your Company was incorporated prior to 3 January 2016.
eROM does not contain share certificate information. It might be difficult for you to keep track of share certificates issued to shareholders and the numbering of share certificates.

How to interpret information in eROM

Generally, the fields in eROM are self-explanatory. However, we thought it might be useful if we elaborate on the following fields: -

Field	What it refers to
Class of Share	Type of share(s) allotted e.g. Ordinary, Preference etc.
Sub-Class of Share	Sub-category of share(s) within the same class due to different voting and/or dividend rights e.g. Class A Ordinary Shares, Class B Ordinary Shares etc.
No. of Shares held (Sub-Class)	Number of share(s) within the Sub-Class of Share
Group Share (A-Z) (Joint holders of shares under the same group)	Share(s) which is/are co-owned by 2 or more persons. An alphabet is assigned to denote the group and the same alphabet is used for every shareholder in the same group.
Shares Held in Trust (Optional)	Option to select if the share(s) is/are being held in trust for another individual or corporation.
Name of Trust (Optional)	Name of the individual or corporation which the share(s) is/are held in trust for.
Date of Entry into Register / Date of Removal from Register entered as Member	Date of lodgement with ACRA on allotment or transfer of shares.

Should you maintain Register of Members manually?

Although you can opt to rely on eROM solely, we will still recommend that your Company maintains its statutory registers manually for completeness. You will have greater flexibility in updating the Register of Members in order to ensure the information is complete and comprehensive. This is especially so if your Company was incorporated prior to 3 January 2016 and/or has many transactions relating to shares or has different classes of shares due to varying voting rights and dividend entitlements.

If your Company chooses to continue maintaining its statutory registers manually, would you know when and how to update the Register of Members?

Updating Register of Members

Here is a simple table to guide you on which sections to update in Register of Members. Essentially, there are four sections: (1) Details of Member, (2) Current Shareholding, (3) Shares Allotted/Acquired and (4) Shares Transferred/Disposed.

We will touch on other share-related statutory registers – Register of Allotments and Register of Transfers in our next blog posts. In the meantime, if you need ready-to-use customisable templates for statutory registers, including Register of Members, you may wish to check out our e-shop when you click on the category – Statutory Registers.