Clause 110

On and after the date of commencement of section 110 of the Companies (Amendment) Act 2014, the Registrar shall, in respect of every private company, keep and maintain an electronic register of members of that company containing such information notified to the Registrar on or after that date.(2) The electronic register of members of a private company shall be kept in such form as the Registrar may determine and shall contain —

the following information:

the names of the members;

the addresses of the members;

in the case of a company having a share capital —

a statement of the shares held by each member of the amount paid or agreed to be considered as paid on the shares of each member; and

the date of every allotment of shares to members (including any deemed allotment as defined in section 63(3)) and the number of shares comprised in each allotment;

the date on which the name of each person was entered in the register as a member; and

the date on which any person who ceased to be a member during the previous 7 years so ceased to be a member; and

any change to the information referred to in paragraph (a)(i), (ii) and (iii) that occurs on or after the date of commencement of section 110 of the Companies (Amendment) Act 2014.(3) Where a private company has converted any of its shares into stock and the company notifies the Registrar of this fact, the register shall show the amount of stock or number of stock units held by each member instead of the number of shares and the particulars relating to shares specified in subsection (2)(a).(4) Particulars of any change in the information referred to in subsection (2) shall be given to the Registrar where a private company purchases one or more of its shares or stocks in circumstances in which section 76H applies unless the company cancels all the shares or stocks immediately after the purchase in accordance with section 76K(1).(5) The Registrar shall update the electronic register of members in accordance with any change that is required or authorised by any provision of this Act to be lodged with the Registrar, including section 31(1), 63(1), 70(6), 71(1B), 74A(3), 76B(7), 76K(1A), 126(2) or 128(1)(a).(6) An entry in the register of members required to be kept by the Registrar under this section is prima facie evidence of the truth of any matters which are by this Act directed or authorised to be entered or inserted in the register of members.Information to be provided by pre‑existing private companies 196B.—

A private company incorporated, or converted from a public company, before the date of commencement of section 110 of the Companies (Amendment) Act 2014 shall lodge with the Registrar the information necessary to be included in the company’s electronic register of members under section 196A within the earlier of the following dates: (a)6 months after the date of commencement of section 110 of the Companies (Amendment) Act 2014; or

the date on which the first return under section 197 is required to be lodged with the Registrar after the date of commencement of section 110 of the Companies (Amendment) Act 2014.(2) If a private company to which subsection (1) applies fails to lodge any of the information that it is required to lodge under that subsection, the Registrar may, in place of the omitted information, enter in the electronic register of members the corresponding information contained in the register of members kept by the company under section 190 in force immediately before the date of commencement of section 110 of the Companies (Amendment) Act 2014. (3) The Registrar may extend the time for furnishing the information under subsection (1) if the Registrar considers it fair and reasonable to do so in the circumstances of the case. Application of sections 194 and 195 196C.—

Section 194 shall apply in respect of the electronic register of members of a private company required to be kept by the Registrar under section 196A as if a reference to a register under section 194 referred to the electronic register of members of the private company in question.(2) Section 195 shall apply in respect of the electronic register of members of a private company required to be kept by the Registrar under section 196A but with the following modifications:

a reference to a register under section 194 refers to the electronic register of members of the private company in question;

the reference to any branch register were omitted; and

the company is required to notify the Registrar of any request made by a trustee under section 195(3) for the relevant shares to be marked in the electronic register of members as to identify the shares being held in respect of a trust within 14 days after the request.Maintenance of old register of members196D.—

Subject to subsections (2) and (3), a private company incorporated, or which was converted from a public company before the date of commencement of section 110 of the Companies (Amendment) Act 2014 (referred to in this section as the appointed day) shall —

continue to keep any branch register of members under section 196 in force immediately before the appointed day for a period of 7 years after that day; and

continue to keep its register of members under section 190(1) in force immediately before the appointed day for a period of 7 years after the last member referred to in the register ceases to be a member of the company.(2) A private company is not required to update the branch register or the register of members required to be kept under subsection (1) with any changes in the particulars therein that occurred on or after the date on which the company furnishes the information required to be furnished to the Registrar under section 196B(1). (3) Until the expiry of the period for which any branch register and register of members is required to be kept under subsection (1) but subject to subsection (2) —

sections 190, 191, 192(2), (3) and (4), 194, 195 and 196 in force immediately before the appointed day shall, with the necessary modifications, continue to apply in relation to the branch register and register of members required to be kept under subsection (1); and (b)any non‑compliance with the sections referred to in paragraph (a) may be dealt with and punished in accordance with those provisions as if they were in force immediately before the appointed day.”.