Every company must have at least one member.
A person whose name is entered in the register of members of a company is a member of the company.
The concepts of “member” and “shareholder” are not the same. The fact that a person owns shares in the company (i.e. a shareholder) does not make him a member of the company.
In the typical case, a person who is a shareholder would also be a member of the company. However, there can be cases where a person may be a shareholder but not a member, and vice versa. For example, a person may be a shareholder by beneficially owning the shares which are held in the name of his or her nominee, and the nominee may be a member of the company because the nominee’s name is entered into the company’s register of members.
A member of a company limited by guarantee is not a shareholder because there is no share capital in the company.
Note: The above guide is intended to provide broad guidance. As it avoids legal language wherever possible, it might contain some generalisations about the applications of the law. Professional advice should be sought on how the relevant laws may apply to your specific case or circumstances.
