Can a shareholder see the company's books

Q: How does this play out in practice?

Illustration only. Priya owns 30% of a design company and left the board two years ago. The two remaining directors own 70%. She suspects that a director's spending is being put through the company and asks to see the nominal ledger and bank statements. The company uses the model articles, so article 50 means she has no right to the ledger, and the directors decline. She is entitled to the full annual accounts under section 423 and can demand a further free copy of the last accounts under section 431, which must be supplied within seven days. She can inspect the directors' service contracts under section 229 and the minutes of general meetings under section 358. With 30% she exceeds the 10% threshold in section 476 and can require an audit of the current year, provided she serves notice no later than one month before the year end. If the evidence suggests her interests are being unfairly prejudiced, she can petition under section 994.

Q: What mistakes do shareholders and directors make?

Assuming ownership means access. A 50% shareholder who is not a director has no more right to the ledgers than a 1% shareholder unless the articles or an agreement say so. Forgetting the timing rule for accounts. Accounts for members are due by the filing deadline or the filing date, whichever is earlier, under section 424(2). Filing at Companies House without sending members their copies breaches section 423. Treating filed accounts as the full accounts. A small company's filed accounts may leave out the profit and loss account. Members are entitled to the full set. Missing the audit window. A section 476 notice given after the deadline is too late for that year. Relying on an informal promise. If information rights are important to an investor, they belong in the articles or the shareholders' agreement, because article 50 otherwise applies. Company directors can protect the business against the cost of an HMRC check with tax investigation insurance, which pays up to £100,000 of accountant's fees with Solar Protect. Read how our cover works or get a quote.

No. A shareholder who is not a director has no general right to inspect a company’s accounting records, ledgers, bank statements or management accounts. Section 388 of the Companies Act 2006 opens the accounting records only to the company’s officers, and the model articles say that being a shareholder does not on its own give a right to inspect records. What a shareholder does get is a defined set of documents: the annual accounts and reports, the constitution, records of members’ decisions, the register of members and a few others.

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Is there any right to see the accounting records themselves?

Section 388(1)(b) says a company’s accounting records “must at all times be open to inspection by the company’s officers”. Shareholders are not mentioned. The model articles for private companies limited by shares go further. Article 50 provides that “except as provided by law or authorised by the directors or an ordinary resolution of the company, no person is entitled to inspect any of the company’s accounting or other records or documents merely by virtue of being a shareholder.”

Most private companies have adopted the model articles or a version of article 50, so the starting point for a shareholder asking for the sales ledger, the nominal ledger, invoices, payroll reports or bank statements is a polite refusal. The records still have to be kept properly; see accounting records requirements. The rule is about who may look at them.

What financial information must the company give every shareholder?

The main entitlement is the annual accounts. Under section 423, every company must send a copy of its annual accounts and reports for each financial year to every member, every debenture holder and everyone entitled to notice of general meetings. Section 424(2) sets the timing for a private company: no later than the end of the period for filing accounts at Companies House or, if earlier, the date the accounts are actually delivered there.

On top of that, section 431 entitles a member of an unquoted company to one further copy of the last annual accounts, the strategic report (if any), the directors’ report and any auditor’s report, on demand and without charge. If the demand is not met within seven days of receipt, the company and every officer in default commit an offence under section 431(3).

The accounts sent to members are fuller than those on the public record. Under section 444(1), as it currently stands, a small company must file a balance sheet but may choose whether to file its profit and loss account and directors’ report. The members’ copy under section 423 is the full set. If the directors want to prepare abridged accounts, section 444(2A) requires a statement that all the members have consented to the abridgement, so a single shareholder can block it.

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What other documents can a shareholder see?

The Act gives members access to specific company records. The main ones are:

an up to date copy of the articles, resolutions affecting the constitution, the certificate of incorporation and a current statement of capital, under section 32;
minutes of general meetings and written resolutions for the last ten years, free to inspect under section 358(3);
the register of members, free to inspect under section 116(1)(a), subject to the proper purpose procedure in section 117;
directors’ service contracts, under section 229, and qualifying indemnity provisions for directors, under section 238;
a buyback contract approved under section 694, kept for ten years under section 702;
copies of instruments creating charges, free to members under section 859Q(4).

The fees, notice periods and time limits for each are set out in shareholders’ rights to copies of company documents. Board minutes are not on the list. Members have no statutory right to see directors’ minutes, and section 771(2) even excludes copies of directors’ minutes from the information a board must give when it refuses to register a share transfer.

The public record at Companies House is also available to everyone. Companies House says anyone can get some company details free, including registered address, current and resigned officers, document images and charge data.

How can a shareholder get access to more than the minimum?

Article 50 itself points to the two routes. The directors can authorise inspection, and so can the members by ordinary resolution. In an owner managed company where the shareholder holds more than half the votes, an ordinary resolution authorising inspection will pass. A minority shareholder needs the board’s cooperation or enough support from other members.

The articles or a shareholders’ agreement can grant information rights directly. Investors commonly negotiate monthly management accounts, annual budgets and a right to inspect the books on reasonable notice. These are contractual rights. They are enforceable against the company and the other parties to the agreement, but only if they were written in at the outset. See shareholders’ agreements.

A shareholder who is appointed a director gains the statutory right of inspection under section 388 as an officer. That right exists so the director can perform the role, not to serve a private interest; see a director’s right to inspect records.

What can a minority shareholder do if the board refuses?

Several statutory tools put pressure on a board that will not share information:

Require a general meeting. Under section 303(2), members holding at least 5% of the paid up voting capital can require the directors to call a general meeting. The request can include the text of a resolution, for example authorising inspection, and the meeting gives members a forum to question the directors.
Require an audit. If the company would otherwise be exempt, section 476 lets members holding at least 10% in nominal value of the issued share capital, or of any class, require an audit for a financial year. The notice must be given during the financial year and no later than one month before it ends.
Petition the court. Section 994 allows a member to petition on the ground that the company’s affairs are being conducted in a manner unfairly prejudicial to the members’ interests. Under section 996 the court may make any order it thinks fit, including an order for the purchase of the petitioner’s shares. A persistent refusal of information can form part of the complaint in such a petition; see unfair prejudice petitions.

The audit route is often the most practical. It does not give the shareholder the ledgers, but it puts an independent auditor between the directors and the figures. The thresholds and timing are covered in can shareholders demand an audit.

How does this play out in practice?

Illustration only. Priya owns 30% of a design company and left the board two years ago. The two remaining directors own 70%. She suspects that a director’s spending is being put through the company and asks to see the nominal ledger and bank statements.

The company uses the model articles, so article 50 means she has no right to the ledger, and the directors decline.
She is entitled to the full annual accounts under section 423 and can demand a further free copy of the last accounts under section 431, which must be supplied within seven days.
She can inspect the directors’ service contracts under section 229 and the minutes of general meetings under section 358.
With 30% she exceeds the 10% threshold in section 476 and can require an audit of the current year, provided she serves notice no later than one month before the year end.
If the evidence suggests her interests are being unfairly prejudiced, she can petition under section 994.

What mistakes do shareholders and directors make?

Assuming ownership means access. A 50% shareholder who is not a director has no more right to the ledgers than a 1% shareholder unless the articles or an agreement say so.
Forgetting the timing rule for accounts. Accounts for members are due by the filing deadline or the filing date, whichever is earlier, under section 424(2). Filing at Companies House without sending members their copies breaches section 423.
Treating filed accounts as the full accounts. A small company’s filed accounts may leave out the profit and loss account. Members are entitled to the full set.
Missing the audit window. A section 476 notice given after the deadline is too late for that year.
Relying on an informal promise. If information rights are important to an investor, they belong in the articles or the shareholders’ agreement, because article 50 otherwise applies.

Company directors can protect the business against the cost of an HMRC check with tax investigation insurance, which pays up to £100,000 of accountant’s fees with Solar Protect. Read how our cover works or get a quote.

Related Accountapedia entries

Related cover: Directors and officers insurance. Ask for a quote or call 01795 841 310.

Sources

Reviewed by Christine Anderson, Broker, Solar Protect. Last reviewed 24 October 2026. Part of Accountapedia, the Solar Protect guide to UK tax and accounting. This page is general information, not personalised advice.

Can a shareholder see the company’s books