Register of Members for Cayman Companies: Contents, Updates and Certified Copies

A Cayman register of members is the statutory record of who holds shares in a company. Section 40 of the Companies Act (2026 Revision) requires every company to keep it in writing, showing each member's name and address, the shares held, amounts paid, share category, voting rights, and the dates each person became or ceased to be a member. Entry on the register is what makes a person a member.

Key takeaways

• Every Cayman company must keep a register of members; a company in default, and any director or manager who knowingly and wilfully permits the default, incurs a penalty.
• The register is prima facie evidence of the matters the Companies Act directs or authorises to be entered in it, and a person becomes a member when their name is entered.
• An exempted company may keep its register anywhere, within or outside the Islands, unless it holds a licence to carry on business in the Islands, but must produce it at the registered office in electronic form when the Tax Information Authority serves an order or notice.
• The register of an exempted company is not open to public inspection, and the General Registry does not make any company's register of members available to the public.
• Incorrect entries are corrected by the company in line with its articles or, where disputed, by an application to the Grand Court for rectification.

What the register of members must contain

Section 40(1) sets the minimum contents. For a company with a share capital, the register must show:

• the name and address of each member;
• a statement of the shares held by each member, distinguishing each share by its number (so long as the share has a number);
• the amount paid, or agreed to be considered as paid, on each member's shares;
• the number and category of shares held by each member;
• whether each category of shares carries voting rights under the articles and, if so, whether those rights are conditional;
• the date on which each person was entered as a member; and
• the date on which any person ceased to be a member.

Voting rights are defined broadly to include the right to appoint or remove directors, and a voting right is conditional where it arises only in certain circumstances. That detail matters for funds that issue non-voting participating shares alongside voting management shares: the register should record the distinction rather than leave it to the articles alone.

Membership follows the register

Under section 38, subscribers to the memorandum are entered as members on registration, and any other person who agrees to become a member and whose name is entered on the register is deemed to be a member. Under section 48, the register is prima facie evidence of any matters the Act directs or authorises to be entered in it. A share certificate signed with the company's authority is admissible as proof of title under section 43, but a certificate that disagrees with the register is a problem to resolve, not an alternative record.

Related registers that are kept separately

The register of members records legal ownership. It is not the register of directors and officers required by section 55, the register of mortgages and charges required by section 54, or the beneficial ownership information that in-scope entities hold through their corporate services provider. Our note on the beneficial ownership contact person for Cayman funds covers that separate regime. Bearer shares cannot be issued by a company incorporated under the Act.

Where the register is kept and who may inspect it

Section 44 distinguishes ordinary companies from exempted companies.

• Ordinary companies. The register is kept at the registered office and, subject to reasonable restrictions set in general meeting, is open to inspection by members without charge and by others on payment of the statutory inspection fee, for at least two hours each business day.
• Exempted companies. The register may be kept at any place within or outside the Islands and is not open to inspection, unless the exempted company holds a licence to carry on business in the Islands, in which case it must be kept at the registered office.

Wherever the register is kept, section 44(4) requires a company, including an exempted company, to make it available at its registered office, in electronic form or any other medium, when the Tax Information Authority serves an order or notice under the Tax Information Authority Act (2021 Revision). Failure without reasonable excuse attracts a penalty and a daily continuing penalty. In practice, this means the registered office must be able to obtain a current copy quickly, which is one reason many exempted companies keep the register with their Cayman registered office provider.

The General Registry confirms that the public cannot access a company's register of members from the Registrar's office. Ordinary resident companies file changes in shareholding with the Registry; exempted companies do not file their register of members with it.

Branch registers and listed shares

Section 40A allows an exempted company to keep one or more branch registers in any country or territory. A branch register is part of the register of members, and a duplicate must be kept, and kept up to date, where the principal register is kept; failure to do so within twenty-one days of establishing the branch register or changing its details is a default. Shares on a branch register must be distinguished from those on the principal register. Section 40B allows a company whose shares are listed on an approved stock exchange to keep the listed shares register in the form permitted by the rules of that exchange, with a separate register for unlisted shares.

Keeping the register current

The register should change on the day the underlying event takes effect, supported by the document that authorises it.

• Allotments and issues: board resolution or subscription documents, with the amount paid recorded.
• Transfers: an executed instrument of transfer, registered once the directors have approved it where the articles require approval.
• Redemptions and repurchases: the redemption notice and board approval, with the ceasing date recorded for any member who exits entirely.
• Conversions, reclassifications and share splits: the shareholder or board resolution that varies the class, with the new category and voting position recorded.
• Transmission on death or insolvency: the grant of representation or appointment, recorded as the articles provide.

Changes to the register often coincide with other filings, such as an increase of authorised capital, which must be notified to the Registrar within thirty days under section 45, or a change of directors notified under section 55. Our guides to Cayman company statutory filings and records and the ongoing obligations of Cayman exempted companies set out how those obligations fit together.

Fund registers held by the administrator

For an investment fund, the investor register is commonly maintained by the fund's administrator acting as registrar and transfer agent, because subscriptions and redemptions run through its dealing process. CIMA's rule on calculating asset values for regulated mutual funds expects the net asset value to be communicated directly to investors as recorded on the official register. The board remains responsible for ensuring that the register the administrator keeps and the register held for the company are the same record, and that management shares held by the sponsor are recorded correctly.

Correcting the register

Where an entry was made in error, such as a transposed share number or a transfer recorded before it was approved, the company corrects it in accordance with its articles and documents the correction with a board resolution or minute. Where a person's name has been entered or omitted without sufficient cause, or a cessation has not been recorded, section 46 allows the aggrieved person, any member or the company itself to apply to the Court for rectification. The Court may decide questions of title in those proceedings and may order the company to pay costs and damages.

Reconstructing a register from historic records is a common task when a company changes provider or prepares for a transaction. The reconstruction should trace every entry to a source document and record any gaps as open points rather than filling them by assumption. Our guide to changing a Cayman registered office explains how statutory records are handed over between providers.

Certified copies and extracts

Banks, brokers, custodians, auditors and counterparties regularly ask for a certified copy or extract of the register of members to evidence ownership and control. There is no statutory form for the certification. In market practice, the registered office provider or company secretary certifies that the copy is a true and complete copy of the register as at a stated date, and the certificate identifies the company, the date, the signatory and the capacity in which they sign.

• State the as-at date and confirm whether the copy is of the whole register or an extract.
• Record registered ownership only; the register does not evidence ultimate beneficial ownership.
• Where the document will be used abroad, the recipient may require notarisation and an apostille from the Cayman Islands Government's Passport and Corporate Services Office.
• Many counterparties apply their own rules on how recent the copy must be; confirm the requirement with the recipient before the copy is prepared.

Frequently asked questions

Can a Cayman company prepare its own register of members?

Yes. The obligation sits with the company, and the General Registry's guidance restates the section 40 contents a register should show. Many companies delegate the work to their registered office provider or, for funds, to the administrator, but the company remains responsible.

Is the register of members filed with the Registrar?

Not for exempted companies. Ordinary resident companies file changes in shareholding with the Registry, and companies other than exempted companies send an annual list of members under section 41.

Can anyone inspect an exempted company's register of members?

No. The inspection right in section 44(2) does not apply to an exempted company unless it holds a licence to carry on business in the Islands. The Tax Information Authority can, however, require the register to be produced at the registered office.

What happens if the register is wrong?

The company should correct it on the basis of the source documents. Where entitlement is disputed, the Court can order rectification under section 46 and decide questions of title.

Where Bell Rock fits

Bell Rock Group Financial Services Limited is licensed by the Cayman Islands Monetary Authority as a Company Manager under the Companies Management Act (As Revised), Licence No. 633916. Through its Cayman corporate administration service, Bell Rock maintains registers of members, records allotments, transfers and redemptions against source documents, coordinates reconstruction of historic registers and issues certified copies for named recipients.

Related reading

• Cayman company incorporation: process and requirements
• Restoring a struck-off Cayman Islands company
• Cayman segregated portfolio companies: formation guide
• Certificates of Incumbency and Good Standing for Cayman Companies
• Cayman Beneficial Ownership Requirements: What Entities Must Do
• Capital Reduction and Share Redemption for Cayman Companies

Bell Rock keeps statutory registers current through its Cayman corporate administration service.