Rue Pierre-Joseph Antoine 79
Monday, September 28, 2015

Often overlooked though legally binding, the register of shareholders is an extremely important document in the life of a company. Indeed, it is a detailed list of data regarding nominative shares of a company and especially establishes the ownership of the titles at issue.

Thus, the board address the notices of general meetings based on the mentions that are found there. This register is, but not exclusive, the surest way to demonstrate the quality of the holder of a title if he is challenged.

What to do in case of loss of the share register?

The Board of Directors is solely responsible for the good performance of the register of shareholders as well as the accuracy and completeness of the data it contains: a violation of the relevant provisions leads indeed the responsibility of the company towards the injured shareholder, the latter may require the company to hold the register.

In case of loss of the share register, it will be up to the board to ensure the recovery of it, and this in the shortest possible time. To do this, the Board will rely in particular on proof of ownership of current shareholders (eg certificates allegedly issued them), transfer agreements by which shareholders have acquired their participation, the attendance during a previous general meeting, or a statement of shareholders.

The register usefully mention "... the registry reconstituted by the Board of Directors of Company X ', referring where appropriate to the minutes of the Board which would have justified the ownership of shares.

If errors creep in reconstitution of the share register, it is the responsibility of the board to prove ownership of the disputed title.