C2C1Part 8A company's members
Pts. 1-39 (except for Pt. 7 and ss. 662-669), 45-47 extended (12.5.2011) by The Companies Act 2006 (Consequential Amendments and Transitional Provisions) Order 2011 (S.I. 2011/1265), art. 5(1), Sch. 1 para. 2
Chapter 2Register of members
F23GeneralF23Duty to keep register
Pt. 8 Ch. 2 cross-heading substituted (26.10.2023 but only so far as it confers a power to make regulations or relates to the exercise of the power, otherwise prosp.) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 46(3), 219(1)(2)(b)
112AF1F16Alternative method of record-keeping
This Chapter must be read with Chapter 2A (which allows for an alternative method of record-keeping in the case of private companies).
113Register of members
1
Every company must keep a register of its members.
F102
There must be entered in the register—
a
the names and addresses of the members,
b
the date on which each person was registered as a member, and
c
the date at which any person ceased to be a member.
F102
There must be entered in the register, in respect of each person who is a member—
a
the required information (see sections 113A and 113B), and
b
the date on which the person was registered as a member.
2A
Where a person ceases to be a member there must be entered in the register the date at which the person’s membership ceased.
3
In the case of a company having a share capital, there must be entered in the register F29, with the names and addresses of the members, a statement of—
a
the shares held by each member, distinguishing each share—
i
by its number (so long as the share has a number), and
ii
where the company has more than one class of issued shares, by its class, and
b
the amount paid or agreed to be considered as paid on the shares of each member.
4
If the company has converted any of its shares into stock, and given notice of the conversion to the registrar, the register of members must show the amount and class of stock held by each member instead of the amount of shares and the particulars relating to shares specified above.
5
In the case of joint holders of shares or stock in a company, the company's register of members must state the names of each joint holder.
In other respects joint holders are regarded for the purposes of this Chapter as a single member (so that the register must show a single F31service address).
6
In the case of a company that does not have a share capital but has more than one class of members, there must be entered in the register F13, with the names and addresses of the members, a statement of the class to which each member belongs.
F286A
Where any of the information required to be entered in a company’s register of members changes and, at the time of the change, it is a non-traded company—
a
the fact that the information has changed does not relieve the company from the obligation to include the old information in the register if it has not already done so,
b
the old information must be retained in the register until its removal is authorised by section 121 or by court order under section 125, and
c
a note must be included in the register recording the date on which the information changed and the date on which the change was entered in the register.
6B
Where any of the information required to be entered in a company’s register of members changes and, at the time of the change, it is a traded company, the company is not required to include or retain the old information in the register.
6C
The Secretary of State may by regulations—
a
amend subsection (6A) so as to provide for it to apply in relation to traded companies, and
b
repeal subsection (6B) in consequence.
6D
Regulations under subsection (6C) are subject to affirmative resolution procedure.
7
If F7, without reasonable excuse, a company makes default in complying with this section an offence is committed by—
a
the company, and
b
every officer of the company who is in default.
8
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.
F249
In this section—
“non-traded company” means a company that is not a traded company;
“relevant market” has the meaning given by section 853E(6);
“traded company” means a company any of whose shares are admitted to trading on a relevant market or on any other market which is outside the United Kingdom.
113AF9Required information about members: individuals
1
The required information about a member who is an individual is—
a
name;
b
a service address.
2
In this section “name” means forename and surname.
3
Where a member is a peer or an individual usually known by a title—
a
any requirement imposed by section 113D or 113E, or by a notice under section 113F, to provide their name may be satisfied by providing their title instead;
b
the title may be entered in the register of members instead of their forename and surname (and references in any enactment to the name of a person entered in a company’s register of members are to be construed accordingly).
113BF9Required information about members: corporate members and firms
The required information about a member that is a body corporate, or a firm that is a legal person under the law by which it is governed, is—
a
corporate or firm name;
b
a service address.
113CF9Power to amend the required information
1
The Secretary of State may by regulations—
a
make provision changing the required information about a member for the purposes of this Chapter;
b
repeal section 113A(3).
2
The provision that may be made in regulations under subsection (1)(a) includes provision amending this Chapter.
3
The consequential provision that may be made in regulations under subsection (1)(a) by virtue of section 1292(1) also includes provision amending section 50 of the Economic Crime and Corporate Transparency Act 2023.
4
Regulations under subsection (1) are subject to affirmative resolution procedure.
113DF9Duty on new members to notify required information
1
A person who becomes a member of a company must provide the company with the required information about the member (see sections 113A and 113B).
2
Subsection (1) does not apply if or to the extent that—
a
the person has already provided the information to the company, or
b
the person becomes a member of the company on its incorporation and the information is contained in the application for the registration of the company.
3
A person must comply with this section within the period of two months beginning with the date on which the person became a member.
113EF9Duty on member to notify changes to required information
1
A person who is a member of a company must give notice to the company of any change in the required information about the member (see sections 113A and 113B).
2
The notice must specify the date on which the change occurred.
3
A person must comply with this section within the period of two months beginning with the date on which the change occurred.
113FF9Power for company to require information from members
1
A company may, for the purposes of ensuring that its register of members includes the information that it is required to include, require a member or former member of the company to provide any of the required information about the member or former member (see sections 113A and 113B).
2
The notice must require the recipient to comply with it within the period of one month beginning with the date on which the notice is given.
113GF9Failure to comply with section 113D, 113E or 113F
1
A person who, without reasonable excuse, fails to comply with section 113D or 113E commits an offence.
2
A person who, without reasonable excuse, fails to comply with a notice under section 113F commits an offence.
3
Where an offence under subsection (1) or (2) is committed by a firm, the offence is also committed by every officer of the firm who is in default.
4
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 the general limit in a magistrates’ court or a fine (or both);
ii
in Scotland, to imprisonment for a term not exceeding 12 months or a fine not exceeding the statutory maximum (or both) and, for continued contravention, a daily default fine not exceeding one-fifth of the statutory maximum;
iii
in Northern Ireland, to imprisonment for a term not exceeding 6 months or a fine not exceeding the statutory maximum (or both) and, for continued contravention, a daily default fine not exceeding one-fifth of the statutory maximum.
113HF9Basic false statement offences in connection with sections 113D to 113F
1
A person commits an offence if, in purported compliance with section 113D or 113E and without reasonable excuse, the person makes a statement that is misleading, false or deceptive in a material particular.
2
A person commits an offence if, in purported compliance with a notice under section 113F and without reasonable excuse, the person makes a statement that is misleading, false or deceptive in a material particular.
3
Where an offence under subsection (1) or (2) is committed by a firm, the offence is also committed by every officer of the firm who is in default.
4
A person guilty of an offence under this section is liable—
a
on summary conviction in England and Wales, to a fine;
b
on summary conviction in Scotland, to a fine not exceeding level 5 on the standard scale;
c
on summary conviction in Northern Ireland, to a fine not exceeding level 5 on the standard scale.
113IF9Aggravated false statement offences in connection with sections 113D to 113F
1
A person commits an offence if, in purported compliance with section 113D or 113E, the person makes a statement that the person knows to be misleading, false or deceptive in a material particular.
2
A person commits an offence if, in purported compliance with a notice under section 113F, the person makes a statement that the person knows to be misleading, false or deceptive in a material particular.
3
Where an offence under subsection (1) or (2) is committed by a firm, the offence is also committed by every officer of the firm who is in default.
4
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 the general limit in a magistrates’ court or a fine (or both);
ii
in Scotland, to imprisonment for a term not exceeding 12 months or a fine not exceeding the statutory maximum (or both) and, for continued contravention, a daily default fine not exceeding one-fifth of the statutory maximum;
iii
in Northern Ireland, to imprisonment for a term not exceeding 6 months or a fine not exceeding the statutory maximum (or both) and, for continued contravention, a daily default fine not exceeding one-fifth of the statutory maximum.
F8Duty to keep index of members
S. 113J cross-heading inserted (26.10.2023 but only so far as it confers a power to make regulations or relates to the exercise of the power, otherwise prosp.) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 46(5), 219(1)(2)(b)
F36113JIndex of members
1
Every company having more than 50 members must keep an index of the F15names or titles of the members of the company (to be known as “the index of members’ names”), 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.
F63
The index must include the same details of a person’s name or title as are entered in the register of members.
4
The index must be at all times kept available for inspection at the same place as the register of members.
F344A
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.
F14Inspection etc of register and index of members
S. 114 cross-heading inserted (26.10.2023 but only so far as it confers a power to make regulations or relates to the exercise of the power, otherwise prosp.) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 46(8), 219(1)(2)(b)
C3114Register to be kept available for inspection
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.
C55
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.
F33115Index of members
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.
F354A
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.
I1116Rights to inspect and require copies
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.
F272A
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 copy
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 copy
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 information
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 index
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 F21whether 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.
F302A
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.
120AF18Power to make regulations protecting material
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).
120BF18Offence of failing to comply with regulations under section 120A
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.
F22Removal of entries from register of members
S. 121 cross-heaing inserted (26.10.2023 but only so far as it confers a power to make regulations or relates to the exercise of the power, otherwise prosp.) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 46(9), 219(1)(2)(b)
121Removal of entries relating to former members
An entry relating to a former member of the company may be removed from the register after the expiration of ten years from the date on which he ceased to be a member.
Special cases
122Share warrants
F251
Until a share warrant issued by a company is surrendered the following are deemed to be the particulars required to be entered in the register of members in respect of the warrant—
a
the fact of the issue of the warrant,
b
a statement of the shares included in the warrant, distinguishing each share by its number so long as the share has a number, and
c
the date of the issue of the warrant.
3
The bearer of a share warrant may, if the articles of the company so provide, be deemed a member of the company within the meaning of this Act, either to the full extent or for any purposes defined in the articles.
F124
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5
The company is responsible for any loss incurred by any person by reason of the company entering in the register the name of a bearer of a share warrant in respect of the shares specified in it without the warrant being surrendered and cancelled.
6
On the surrender of a share warrant, the date of the surrender must be entered in the register.
123Single member companies
1
If a limited company is formed under this Act with only one member there shall be entered in the company's register of members F3, with the name and address of the sole member, a statement that the company has only one member.
2
If the number of members of a limited company falls to one, or if an unlimited company with only one member becomes a limited company on re-registration, there shall upon the occurrence of that event be entered in the company's register of members F5, with the name and address of the sole member—
a
a statement that the company has only one member, and
b
the date on which the company became a company having only one member.
3
If the membership of a limited company increases from one to two or more members, there shall upon the occurrence of that event be entered in the company's register of members F19, with the name and address of the person who was formerly the sole member—
a
a statement that the company has ceased to have only one member, and
b
the date on which that event occurred.
4
If a company makes default in complying with this section, an offence is committed by—
a
the company, and
b
every officer of the company who is in default.
5
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.
124Company holding its own shares as treasury shares
1
Where a company purchases its own shares in circumstances in which section 724 (treasury shares) applies—
a
the requirements of section 113 (register of members) need not be complied with if the company cancels all of the shares forthwith after the purchase, and
b
if the company does not cancel all of the shares forthwith after the purchase, any share that is so cancelled shall be disregarded for the purposes of that section.
2
Subject to subsection (1), where a company holds shares as treasury shares the company must be entered in the register as the member holding those shares.
Supplementary
125Power of court to rectify register
F41
If—
a
the name of any person is, without sufficient cause, entered in or omitted from a company's register of members, or
b
default is made or unnecessary delay takes place in entering on the register the fact of any person having ceased to be a member,
the person aggrieved, or any member of the company, or the company, may apply to the court for rectification of the register.
F41
If a company’s register of members—
a
does not include information that it is required to include, or
b
includes information that it is not required to include,
the person aggrieved, or any member of the company, or the company, may apply to the court for rectification of the register.
2
The court may either refuse the application or may order rectification of the register and payment by the company of any damages sustained by any party aggrieved.
3
On such an application the court may decide any question relating to the title of a person who is a party to the application to have his name entered in or omitted from the register, whether the question arises between members or alleged members, or between members or alleged members on the one hand and the company on the other hand, and generally may decide any question necessary or expedient to be decided for rectification of the register.
4
In the case of a company required by this Act to send a list of its members to the registrar of companies, the court, when making an order for rectification of the register, shall by its order direct notice of the rectification to be given to the registrar.
126Trusts not to be entered on register
No notice of any trust, expressed, implied or constructive, shall be entered on the register of members of a company registered in England and Wales or Northern Ireland, or be receivable by the registrar.
127Register to be evidence
F171
F322
The central register is prima facie evidence of any matters about which a company was required to deliver information to the registrar under Chapter 2A by virtue of an election under section 128B at any time before the repeal of that Chapter (including that section) by the Economic Crime and Corporate Transparency Act 2023.
3
Subsection (2) does not apply to information required to be included in a statement under section 128B(5)(b) or in any updated statement under section 128B(6) before their repeal by that Act.
4
In this section “the central register” means the register kept by the registrar (see section 1080).
128Time limit for claims arising from entry in register
1
Liability incurred by a company—
a
from the making or deletion of an entry in the register of members, or
b
from a failure to make or delete any such entry,
is not enforceable more than ten years after the date on which the entry was made or deleted or, as the case may be, the failure first occurred.
2
This is without prejudice to any lesser period of limitation (and, in Scotland, to any rule that the obligation giving rise to the liability prescribes before the expiry of that period).
128ZAF20Transitional provision where information kept on central register
1
Where an election is made under section 128B (option to keep information on central register) at any time before the repeal of that section by the Economic Crime and Corporate Transparency Act 2023—
a
the company must enter in its register of members all of the information that it would have had to enter in that register if the election had never been made (but see subsection (2)), and
b
the duty imposed by paragraph (a) is to be treated as having been imposed by the provision which would have required the information to be entered on the register if the election had never been made.
2
Where, by virtue of section 128E(3)(a), (b) or (c), information delivered to the registrar while the election was in force did not include a date that, but for the election, the company would have had to enter in its register of members (a “relevant date”), the relevant date is to be treated as being the date recorded by the registrar under section 1081(1A).
Pts. 1-39 modified (31.12.2020) by Regulation (EC) No. 2157/2001, Art. AAA1(3) (as inserted by The European Public Limited-Liability Company (Amendment etc.) (EU Exit) Regulations 2018 (S.I. 2018/1298), regs. 1, 97 (with regs. 140-145) (as amended by S.I. 2020/523, regs. 1(2), 5(a)-(f)); 2020 c. 1, Sch. 5 para. 1(1))