Silicon Valley Legal Bible(24)Shareholder Registration and Public Disclosure

What? No Shareholder Registry in the US?

Yes, if you've registered a company in the US, there's nowhere to check if you're listed as a shareholder. I've mentioned this in many videos, and it still amazes audiences during live talks. In China, people are used to using tools like QiChaCha, assuming shareholder registration and disclosure are natural processes. But this isn't the case everywhere. So, which countries require shareholder registration? Which don't? And is registered information always public? Let's explore the concept of shareholder registration.

The Silicon Valley Bible - Chapter 42, a legal encyclopedia for founders. I'm Liu Xiaoxiao, a US attorney, delving deep into the legal aspects of entrepreneurship in Silicon Valley.

Let’s kick things off with a summary table:

1. Countries with Shareholder Registration and Public Disclosure

Below are countries that require shareholder registration and make this information publicly accessible.

1.1 Australia

Companies in Australia must register with the Australian Securities and Investments Commission (ASIC) during incorporation. Basic company details are publicly searchable through the registry, but accessing shareholder information requires payment of a service fee.

1.2 New Zealand

Company information in New Zealand is publicly accessible. After registration, details such as company number, incorporation date, changes to company records, and annual review status can be freely searched. Shareholder information and subscribed share capital are also available at no cost.

1.3 Cayman Islands

The Cayman Islands require shareholder registration, and the public can access this information through official registers.
Under the Companies (Amendment) No. 2 Law, 2020, all Cayman companies must maintain a Register at the Companies Registry (effective October 1, 2020). This register includes shareholder details and subscribed share quantities, which are publicly searchable. As shown in the image below, company information, shareholder data, and share capital can be openly accessed.

1.4 Hong Kong

After incorporation, Hong Kong companies must submit shareholder and director details to the Companies Registry. Basic company information is freely searchable, but accessing shareholder data requires a fee.

1.5 Singapore

Companies in Singapore must submit shareholder details to the Accounting and Corporate Regulatory Authority (ACRA) during registration. While basic company information is publicly available on ACRA’s website, shareholder details require payment to access.

1.6 Taiwan

Business information in Taiwan can be searched on the Business Registration Public Inquiry Platform, similar to mainland China’s corporate credit system. As shown below, both company and shareholder details are freely accessible.

1.7 United Kingdom

The UK public can access shareholder information (e.g., shareholder names, ownership percentages, and registered capital) through the Companies House. Both company and shareholder data are freely available.

1.8 China

China mandates shareholder registration, and the public can freely search company and shareholder information via the National Enterprise Credit Information Publicity System.

2. Registered but Non-Public

Some countries require registration but do not disclose information publicly. Yes, you heard that right—not all registrations are public. In some countries, shareholder information is filed with government authorities but remains confidential and inaccessible to the public. Typical examples include:

British Virgin Islands (BVI)
Japan

(Note: The government maintains an internal archive of these records, but third parties cannot access them.)

2.1 British Virgin Islands (BVI)

The BVI requires shareholder registration. While the public can freely access director information through official channels, shareholder details remain confidential.

Legal Basis:
Under the BVI Companies (Amendment) Act 2022 (No. 6 of 2022) – specifically Section 118B – companies must:

Maintain a copy of the Register of Directors submitted under Section (1).
Record any changes to the register under Section (3).
Submit the list of directors to the registry upon request.

Effective January 1, 2023, director information became publicly searchable, but shareholder data is still restricted. As shown below, the public can access director records but not shareholder details.

2.2 Japan

Companies in Japan submit a self-prepared shareholder register to the Legal Affairs Bureau during registration or changes. While basic company information is publicly searchable, shareholder details are not accessible to third parties.

3. No Registration Required

In countries like the United States and Canada, companies are not required to register shareholder information, and such data is not publicly accessible.

Silicon Valley's "42 Chapters" Handbook – A legal encyclopedia tailored for founders.
I’m Liu Xiaoxiao, a U.S. attorney. See you next time!