This guide is maintained as a current resource for September 2026 and covers only the laws of England and Wales. Information is for general guidance, not legal advice. Consult a qualified solicitor for advice specific to your situation.
Learn how to rectify a company's register of members after a share dispute in England and Wales. This detailed guide explains section 125 applications to the court, when disputes over share ownership require rectification, how to prepare evidence, how entries are updated with Companies House, and practical steps for resolving contested register errors.
A company's register of members is the primary record of who owns shares in that company. It provides legal proof of share ownership and is critical for issuing dividends, voting rights and enforcing shareholder agreements. When a share dispute arises - for example, where there's disagreement about who should appear on the register or when a share transfer was validly completed - the register can become ** inaccurate or contested**. Rectifying the register restores confidence in the company's statutory records and ensures legal rights are properly recognised. This guide explains how register rectification works in England and Wales, the legal rules involved, and the practical steps for resolving disputes about share ownership.
Why Rectification May Be Needed After a Share Dispute
In the context of a share dispute, a register may be incorrect because:
- A shareholder's name was wrongly omitted or included;
- A share transfer was wrongly processed or not processed at all;
- The register has not been updated despite valid transfers;
- Records conflict with share transfer documentation or board resolutions.
In law, the register matters because legal title to shares depends on who is entered on it. If the register is wrong, legal rights are uncertain, and disputes can follow. The Companies Act 2006 provides mechanisms to correct these errors when internal procedures or mutual agreement have failed.
Legal Basis for Rectifying the Register of Members
Section 125 of the Companies Act 2006
The primary statutory power to correct a register of members after a dispute is found in section 125 of the Companies Act 2006. This gives the court the authority to order rectification when the register:
- Does not include information it should include; or
- Includes information it should not contain.
The person aggrieved (for example, a claimant in a share dispute), any member of the company, or the company itself may apply to the court for rectification. The court may refuse the application or order rectification and even award damages to anyone aggrieved by the error.
What the Court Can Decide
Under the same provision, the court can decide any question about a person's title to shares that arises between members or between members and the company. This means that, alongside ordering rectification, the court can determine whether the applicant was in fact entitled to be recorded as a shareholder and set aside the incorrect entry. Once a court order is obtained, Companies House must be notified so the official public registers can be updated accordingly.
Practical Steps to Rectify a Company Register After a Share Dispute
1. Check Company Statutory Books
Begin by reviewing the company's internal statutory books - including the existing register of members, share transfer forms, board minutes and share certificates. These records help establish the factual basis of the dispute and whether there is a clear error that needs correction.
The register should show, for each shareholder:
- Their full name and address;
- The number and class of shares held;
- The date they acquired or ceased to hold those shares.
Any discrepancy between these entries and documented share transfers suggests the need for rectification.
2. Attempt Internal Resolution
If possible, raise the issue with the company's directors and other shareholders. Where all parties agree on the correct facts (for example where a clerical error occurred), the company can update its internal register accordingly and then file the necessary information with Companies House.
Minor clerical errors - such as typos in names or dates - may often be resolved this way, with the company simply submitting the appropriate correction to the registrar. However, substantial disputes about titles or contested entries typically require court intervention.
3. Apply to the Court for Rectification
Where parties do not agree on what the register should show, an application must be made to the court under section 125 of the Companies Act 2006. The claimant files a Part 8 claim form and supporting evidence to explain:
- Why the current register is incorrect;
- What the correct entries should be; and
- Why court‑ordered rectification is required.
Evidence often includes share transfer forms, share certificates, correspondence and board resolutions showing how ownership should be recorded.
Once the court evaluates the evidence, it may order rectification of the register and require Companies House to update its records. The court can also resolve disputes about title, determining who is legally entitled to be registered as a shareholder.
4. Notifying Companies House
After a court order for rectification is obtained, the registrar of companies must be informed so the public register can be amended. Companies House annotates the change on the public records, ensuring that anyone searching the company's records can see the corrected entries and any relevant details about how the register was altered.
When Directors Can Rectify Without Court Order
If there is no dispute about the facts and documents clearly show an administrative error, directors or company secretaries may update the internal register and file updates with Companies House without court involvement. This typically applies to clerical or uncontested corrections, such as spelling mistakes in names or simple omissions that all parties agree on.
However, where the error relates to who holds shares or contested entitlements, the law generally requires a court order because entries on the register determine legal rights. The court ensures that the register reflects the true share ownership where disputes arise.
Common Issues in Share Disputes Affecting the Register
Errors in Transfer Documentation
Share transfers may be executed incorrectly - for example, if the transfer form is incomplete or not properly stamped. When such documentation exists, the court may examine whether legal title passed and order rectification accordingly.
Competing Claims to Shares
Sometimes rival claimants assert rights to the same shares (for example, vendor vs purchaser in a contested sale). In these cases, the court's rectification process involves determining who is legally entitled to be on the register, not merely correcting a clerical mistake.
Delayed Entries
A register may be out of date if share transfers were not entered promptly. Section 125 allows an application where there has been an “unnecessary delay” in entering changes, enabling aggrieved parties to ask the court for an order that the register be updated to reflect the correct dates and ownership.
Risks and Timing Considerations
- Costs and Time: Court applications can be expensive and take time. Parties should gather robust evidence and consider whether negotiation might resolve the dispute without litigation.
- Impact on Shareholder Rights: Until the register is corrected, affected parties may be unable to vote shares, receive dividends, or enforce other rights. Acting promptly is essential.
- Effect of Orders: Once the court orders rectification, the register is treated as if it had always been correct for specified purposes, although exact legal effects (such as retrospective application) depend on the order's wording.
Key Takeaways
Rectifying a company's register after a share dispute ensures that the legal record of share ownership reflects reality, protecting shareholder rights and enabling proper governance. Where parties agree on the correction or the error is minor, the company may update its statutory books and file the necessary changes with Companies House. In contested situations where ownership is disputed or entries are incorrect, an application to the court under section 125 of the Companies Act 2006 is usually necessary. The court can order the register to be corrected and resolve title disputes, after which the registrar must update the public record. Prompt action, clear evidence, and an understanding of legal procedures help companies and shareholders restore accurate and reliable registers.
