Is there any way to identify the shareholders and the share capital history of a company where no paperwork (other than annual returns) has been filed at Companies House and the share registers have not been kept up to date?

Due diligence

If paperwork relating to share allotments, transfers and alterations in share capital has not been completed or filed at Companies House, and the statutory registers have not been kept up to date, further due diligence will be required. The company in question and its directors or employees may also help to piece together what has happened.

Here are a few questions that may assist in this due diligence exercise. See also the questions in section 3 of our precedent: Legal due diligence questionnaire—private M&A—share purchase:

1. •

   is it possible that the company has kept electronic statutory registers? If so, ask for copies

2. •

   ask the company to provide you with copies of share certificates, stock transfer forms and any other paperwork tracking