Inspection Of Register Of Members

When it comes to the inspection of a company's registers, it does not always run as smoothly as anticipated for those requesting to inspect them. Our expert looks at who is entitled to view the register of members, and how the process is complied with.

It is a statutory requirement to maintain company registers, and the location of these must be made publicly available. A company may choose to hold its records at either its registered office or may opt to maintain them at a Single Alternative Inspection Location (SAIL) located in the same part of the UK as the company's registered office.

Note that a company is only allowed one SAIL for all its statutory registers, that is, it cannot have one alternative inspection location for its register of members and a different alternative inspection location for its register of directors and secretaries.

Sections 113 - 128 of the Companies Act 2006 (CA 2006) stipulate that every company must maintain a register of members which details the following information:

The names and address of each member The number and type of shares held by each member The amount paid, or otherwise agreed to be paid, on the shares The date of which the shareholder was registered The date of any member ceasing to be a shareholder Any member of the company has a statutory right to inspect the register of members, with copies being available for a fee. But these rights are now subject to that person submitting a request for access that satisfies the "proper purpose" test. Under sections 116 - 117 the applicant must provide the following:

The name and address of the individual making the request The details of the company or organisation an individual is acting on behalf of (if the request is made for a corporate member) Why they require the information and what they intend to use it for They must also stipulate as to whether the information will be forwarded to or used by anybody else, and if so, provide their details respectively. The company has to reply within 5 working days of that request to allow inspection and/or provide a copy of the register, or, if it believes that the request is not made for a proper purpose, to refer the request to the court for judgement.

A recent example of what constitutes a proper purpose is "The Burberry Group plc V Richard Charles Fox-Davies [2015] EWHC 222 (Ch)" case which showed that a valid request to inspect the register of members must contain all the information set out in section...