Part 8U.K.A company's members

Chapter 2U.K.Register of members

[F1Inspection etc of register and index of members]U.K.

114Register to be kept available for inspectionU.K.

(1)A company's register of members must be kept available for inspection—

(a)at its registered office, or

(b)at a place specified in regulations under section 1136.

[F2This is subject to any restriction imposed by regulations under section 120A (protected material).]

(2)A company must give notice to the registrar of the place where its register of members is kept available for inspection and of any change in that place.

(3)No such notice is required if the register has, at all times since it came into existence (or, in the case of a register in existence on the relevant date, at all times since then) been kept available for inspection at the company's registered office.

(4)The relevant date for the purposes of subsection (3) is—

(a)1st July 1948 in the case of a company registered in Great Britain, and

(b)1st April 1961 in the case of a company registered in Northern Ireland.

(5)If a company makes default for 14 days in complying with subsection (2), an offence is committed by—

(a)the company, and

(b)every officer of the company who is in default.

(6)A person guilty of an offence under this section is liable on summary conviction to a fine not exceeding level 3 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 3 on the standard scale.

[F3115Index of membersU.K.

(1)Every company having more than 50 members must keep an index of the names of the members of the company, unless the register of members is in such a form as to constitute in itself an index.

(2)The company must make any necessary alteration in the index within 14 days after the date on which any alteration is made in the register of members.

(3)The index must contain, in respect of each member, a sufficient indication to enable the account of that member in the register to be readily found.

(4)The index must be at all times kept available for inspection at the same place as the register of members.

[F4(4A) Subsection (4) is subject to any restriction imposed by regulations under section 120A (protected material).]

(5)If default is made in complying with this section, an offence is committed by—

(a)the company, and

(b)every officer of the company who is in default.

(6)A person guilty of an offence under this section is liable on summary conviction to a fine not exceeding level 3 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 3 on the standard scale.]

116Rights to inspect and require copiesU.K.

(1)The register and the index of members' names must be open to the inspection—

(a)of any member of the company without charge, and

(b)of any other person on payment of such fee as may be prescribed.

(2)Any person may require a copy of a company's register of members, or of any part of it, on payment of such fee as may be prescribed.

[F5(2A)Subsections (1) and (2) are subject to any restriction imposed by regulations under section 120A (protected material).]

(3)A person seeking to exercise either of the rights conferred by this section must make a request to the company to that effect.

(4)The request must contain the following information—

(a)in the case of an individual, his name and address;

(b)in the case of an organisation, the name and address of an individual responsible for making the request on behalf of the organisation;

(c)the purpose for which the information is to be used; and

(d)whether the information will be disclosed to any other person, and if so—

(i)where that person is an individual, his name and address,

(ii)where that person is an organisation, the name and address of an individual responsible for receiving the information on its behalf, and

(iii)the purpose for which the information is to be used by that person.

117Register of members: response to request for inspection or copyU.K.

(1)Where a company receives a request under section 116 (register of members: right to inspect and require copy), it must within five working days either—

(a)comply with the request, or

(b)apply to the court.

(2)If it applies to the court it must notify the person making the request.

(3)If on an application under this section the court is satisfied that the inspection or copy is not sought for a proper purpose—

(a)it shall direct the company not to comply with the request, and

(b)it may further order that the company's costs (in Scotland, expenses) on the application be paid in whole or in part by the person who made the request, even if he is not a party to the application.

(4)If the court makes such a direction and it appears to the court that the company is or may be subject to other requests made for a similar purpose (whether made by the same person or different persons), it may direct that the company is not to comply with any such request.

The order must contain such provision as appears to the court appropriate to identify the requests to which it applies.

(5)If on an application under this section the court does not direct the company not to comply with the request, the company must comply with the request immediately upon the court giving its decision or, as the case may be, the proceedings being discontinued.

118Register of members: refusal of inspection or default in providing copyU.K.

(1)If an inspection required under section 116 (register of members: right to inspect and require copy) is refused or default is made in providing a copy required under that section, otherwise than in accordance with an order of the court, an offence is committed by—

(a)the company, and

(b)every officer of the company who is in default.

(2)A person guilty of an offence under this section is liable on summary conviction to a fine not exceeding level 3 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 3 on the standard scale.

(3)In the case of any such refusal or default the court may by order compel an immediate inspection or, as the case may be, direct that the copy required be sent to the person requesting it.

119Register of members: offences in connection with request for or disclosure of informationU.K.

(1)It is an offence for a person knowingly or recklessly to make in a request under section 116 (register of members: right to inspect or require copy) a statement that is misleading, false or deceptive in a material particular.

(2)It is an offence for a person in possession of information obtained by exercise of either of the rights conferred by that section—

(a)to do anything that results in the information being disclosed to another person, or

(b)to fail to do anything with the result that the information is disclosed to another person,

knowing, or having reason to suspect, that person may use the information for a purpose that is not a proper purpose.

(3)A person guilty of an offence under this section is liable—

(a)on conviction on indictment, to imprisonment for a term not exceeding two years or a fine (or both);

(b)on summary conviction—

(i)in England and Wales, to imprisonment for a term not exceeding twelve months or to a fine not exceeding the statutory maximum (or both);

(ii)in Scotland or Northern Ireland, to imprisonment for a term not exceeding six months, or to a fine not exceeding the statutory maximum (or both).

120Information as to state of register and indexU.K.

(1)When a person inspects the register, or the company provides him with a copy of the register or any part of it, the company must inform him of the most recent date (if any) on which alterations were made to the register and [F6whether there are] further alterations to be made.

(2)When a person inspects the index of members' names, the company must inform him whether there is any alteration to the register that is not reflected in the index.

[F7(2A)Subsections (1) and (2) do not apply to an alteration that relates to information that the company is required to refrain from disclosing by virtue of regulations under section 120A (protected material).]

(3)If a company fails to provide the information required under subsection (1) or (2), an offence is committed by—

(a)the company, and

(b)every officer of the company who is in default.

(4)A person guilty of an offence under this section is liable on summary conviction to a fine not exceeding level 3 on the standard scale.

[F8120APower to make regulations protecting materialU.K.

(1)The Secretary of State may by regulations—

(a)require a company to refrain from using, or refrain from disclosing, individual membership information except in circumstances specified in the regulations;

(b)confer power on the registrar, on application, to make an order requiring a company to refrain from using, or refrain from disclosing, individual membership information except in circumstances specified in the regulations.

(2)“Individual membership information” means information that—

(a)relates to an individual who is a member or former member of the company, and

(b)is required to be entered in the company’s register of members or index of members’ names.

(3)Regulations under subsection (1)(b) may make provision as to—

(a)who may make an application;

(b)the grounds on which an application may be made;

(c)the information to be included in and documents to accompany an application;

(d)how an application is to be determined;

(e)the notice to be given of an application and its outcome;

(f)the duration of and procedures for revoking the restrictions on use and disclosure.

(4)Provision under subsection (3) may in particular—

(a)confer a discretion on the registrar;

(b)provide for a question to be referred to a person other than the registrar for the purposes of determining the application or revoking the restrictions.

(5)Regulations under this section are subject to affirmative resolution procedure.

(6)Nothing in this section or in regulations made under it affects the use or disclosure of information about a person in any other capacity (for example, the use or disclosure of information about a person in that person’s capacity as an officer of the company).]

[F8120BOffence of failing to comply with regulations under section 120AU.K.

(1)If a company contravenes a restriction on the use or disclosure of information imposed by virtue of regulations under section 120A, an offence is committed by—

(a)the company, and

(b)every officer of the company who is in default.

(2)A person guilty of an offence under this section is liable on summary conviction—

(a)in England and Wales, to a fine;

(b)in Scotland or Northern Ireland, to a fine not exceeding level 5 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 5 on the standard scale.]