March 2022

21 March, 2022

Q: How do you apply to inspect a Company’s Register of Members?

A: The Companies Act 2006 (the “Act”) details the statutory registers which must be maintained and contains provisions regarding their inspection. Members can inspect all registers free of charge, as can creditors in respect of the Register of Charges. All other parties may be required to pay a fee.

The following statutory registers must be available for inspection:

• Register of Members (Section 113)
• Register of Directors (Section 162)
• Register of Secretaries (Section 275)
• Register of People with Significant Control (the "PSC Register") (Section 790M)
• Register of Charges (created prior to 6 April 2013) (Section 876)

As it contains sensitive information, the Register of Directors’ Usual Residential Addresses is not available for public inspection.

The Act prescribes that all statutory registers must be kept at either the Company’s Registered Office, its Single Alternative Inspection Location (“SAIL”) address or, for private companies only, on the public register at Companies House.

A request to inspect the Register of Members or the PSC Register must include the name and address of the individual or organisation making the request. The request must also include a statement outlining the purpose for which the information will be used, whether the information will be disclosed to a third party and if so, for what purpose.

The company has five working days to respond and can either comply or apply to the courts for permission to reject the application, if it believes the purpose is unreasonable, with the court applying the ‘proper purpose’ test.

There is no definition of ‘proper purpose’ in the Act or the explanatory notes. The definition depends on the facts and circumstances of each particular case. The CGI (formerly the ICSA) has produced a guidance note giving examples of what may be proper or improper purposes, which can be viewed using this link www.cgi.org.uk.

If you need any further information or help with your statutory registers, please contact us. All our contact details are on our website www.brucewallace.co.uk.