Gather every document that evidences a share issue or transfer, rebuild the register from the best available evidence, and have all shareholders confirm the reconstructed position in writing. Date the entries by reference to the underlying documents, and record openly that the register was reconstructed and on what basis. Never create a document that pretends to have been written years ago — backdating is a serious matter and it is exactly what a competent due diligence will find.
The register is the legal proof of who owns your company. CIPC does not hold it. If yours does not exist, nothing else does either.
Why this matters more than it sounds
Private company shareholding is not on the public CIPC register. People assume CIPC knows who owns their company. It does not — it holds beneficial ownership, which is about ultimate control, and directors, which is a different thing entirely.
The company's own securities register is the legal record. Without it there is no authoritative answer to "who owns this business".
Where the absence surfaces:
A sale or investment. The buyer's due diligence asks for the register and the resolutions authorising each issue and transfer. No register means the buyer discounts the price, demands warranties and an indemnity, or walks. This is the expensive version.
A shareholder dispute. Someone claims a holding you do not recognise. The register is the evidence. Without it you are arguing from recollection and email.
A death. The executor must establish what the deceased owned. Reconstructing shareholding under estate deadlines, with a grieving family who may not agree, is the worst possible time to do this. See what happens when a director or shareholder dies.
A bank or funder review, and any beneficial ownership filing that has to reflect a chain nobody can evidence.
See what statutory records must a company keep.
Step 1 — Gather everything
Work backwards from every source that might evidence ownership.
The incorporation documents — the CoR14.3, the MOI, and the original subscription showing the founding shares
Any share certificates ever issued, including ones shareholders hold personally
Board and shareholder resolutions approving issues or transfers
Bank records showing subscription money paid into the company
The annual financial statements, which usually disclose issued share capital and sometimes the shareholders
Prior beneficial ownership filings, which state who ultimately owned the company at a point in time
Sale or subscription agreements, term sheets, investor documents
Emails and correspondence recording what was agreed
The accountant's or attorney's file — frequently the only place anything survives
Where a trust or another company is a shareholder, you also need the trust deed and letters of authority, or that company's own records. See beneficial ownership when your company is owned by a trust.
Step 2 — Build the timeline
Start at incorporation with the founding subscription, and work forward event by event.
For each event, record what you can evidence: the date, what happened, how many shares, what class, who acquired or disposed, and what the document supporting it is.
Where the evidence is thin, say so. A register that honestly notes "date taken from board resolution dated 14 March 2021; no certificate located" is far stronger than one that presents a guess as fact.
Reconcile to the total. The shares recorded as issued must add up to the issued share capital in the financial statements. Where they do not, you have found a real gap — an issue nobody recorded, or a transfer that never happened properly. That gap has to be resolved, not papered over.
Step 3 — Get shareholders to confirm it
This is the step that gives the reconstruction its authority.
Circulate the reconstructed position to every shareholder and have them confirm it in writing — ideally in a signed shareholders' resolution acknowledging the shareholding as reconstructed, and the basis on which it was done.
Unanimous written confirmation from the people who own the company is powerful evidence. A buyer, a bank or a court will treat it far more seriously than a spreadsheet produced by one director.
Do it while everyone still agrees. The reason to fix this now rather than later is that shareholders who are currently on good terms will sign. Shareholders in dispute will not, and then the absence of a register becomes the dispute.
Step 4 — Never backdate
Do not create a document dated in the past.
Record events by their actual dates, evidenced by the underlying documents. Record the reconstruction itself with today's date, noting when it was done and on what basis.
Where a past decision was never formally recorded, ratify it now — a resolution dated today, confirming and ratifying what was agreed on a stated earlier date. That is honest, it is effective, and it does not expose anyone.
A backdated document is found. Metadata, inconsistent letterheads, a signature from someone who was not a director at that date, a reference to something that did not yet exist. And when it is found, every other record you produce becomes suspect — which is a far worse position than having admitted the register was rebuilt.
Step 5 — Keep it alive
Update it the day anything moves. Every issue, transfer, buyback or change of class, recorded immediately with the certificate number.
Issue share certificates to every shareholder. They are free to produce and their absence is one of the reasons registers drift.
Keep it at the registered office, or wherever you have notified CIPC.
Review it annually in your anniversary month, alongside the annual return and beneficial ownership. See what is your company's anniversary date.
And file beneficial ownership whenever the register changes — within the required period, generally 10 business days. See do you have to update beneficial ownership every year.
Frequently asked questions
What is a securities register? The company's own statutory record of who holds which shares, in what class, with dates of issue and transfer and certificate numbers. It is the legal proof of shareholding, and for a private company it is the only such record — CIPC does not hold shareholding.
Does CIPC keep a record of who owns my company? No. Private company shareholding is not on the public CIPC register. CIPC holds beneficial ownership, which is about ultimate control, and the register of directors. Neither is a share register.
My company has no share register — how do I fix it? Gather every document evidencing issues and transfers, build a dated timeline reconciling to the issued share capital in the financial statements, have all shareholders confirm the reconstructed position in writing, and record openly that it was reconstructed and on what basis.
Can I backdate share certificates or resolutions? No. Backdating is a serious matter and it is routinely detected in due diligence. Record past decisions by ratification dated today, confirming what was agreed on a stated earlier date.
What if the shares do not add up to the issued share capital? You have found a genuine gap — an issue that was never recorded, or a transfer that never completed properly. It must be resolved and documented rather than adjusted to balance.
Why does it matter if I never sell the business? It surfaces in a bank or funder review, a beneficial ownership filing, a shareholder dispute, and on a shareholder's death, when an executor has to establish what the deceased owned under estate deadlines.
Who should sign off the reconstruction? Every shareholder, in writing, ideally in a signed resolution acknowledging the reconstructed position and the basis for it. Unanimous confirmation from the owners is what gives the reconstruction its weight.
Rebuild it while everyone still agrees
The reason to do this now is not compliance. It is that shareholders on good terms will sign a confirmation, and shareholders in dispute will not — at which point the missing register stops being an administrative gap and becomes the argument itself.
Smartbook reconstructs securities registers from the available evidence, issues the certificates, gets the shareholder confirmations signed, and keeps the register current from then on.
Get your share certificates and register sorted →
Last reviewed: 2 August 2026. Written by the Smartbook team — SAIPA and SAICA accredited, SARS registered tax practitioners. Where shareholding is disputed or the reconstruction affects a transaction, take legal advice. Backdating company records may have serious legal consequences. General guidance, not legal advice.
Primary sources: Companies Act 71 of 2008 · CIPC