Can a director inspect the company’s books

Yes. Section 388(1) of the Companies Act 2006 says a company’s accounting records must at all times be open to inspection by the company’s officers, and every director is an officer. If the company fails to comply, every officer in default commits an offence under section 389. A director who is refused access should put the request in writing, raise it at a board meeting, and take legal advice promptly, because the director remains responsible for the company’s finances whether or not they can see them.

What does the law actually give a director?

Section 388(1) requires a company’s accounting records to be kept at its registered office or such other place as the directors think fit, and to be open to inspection by the company’s officers at all times. Section 1173 defines “officer” in relation to a body corporate as including a director, manager or secretary.

The right is not limited to the board as a whole or to executive directors. A non executive director, a minority shareholder director or a director who is in dispute with fellow directors has the same statutory right. It is not tied to a reason: the director does not have to explain why they want to look.

If the records are kept outside the United Kingdom, section 388(2) requires accounts and returns covering the business recorded there to be sent to, and kept at, a place in the UK, and they must also be open to inspection at all times. Under section 388(3) those returns must disclose the financial position at intervals of not more than six months.

What counts as the accounting records?

Section 386 sets out what the records must contain: day to day entries of all money received and spent and what it was for, a record of assets and liabilities, and, where the business deals in goods, stock statements and stocktaking records. They must be sufficient to show and explain the company’s transactions and to disclose with reasonable accuracy, at any time, its financial position. In practice that means the bookkeeping system, bank records, sales and purchase ledgers, invoices and supporting documents. Our guide to the duty to keep accounting records covers the detail, and company records retention covers how long they must be kept.

Why does a director need this right?

Because the law holds every director responsible for the figures. Section 386(2)(c) says the records must enable the directors to ensure the accounts comply with the Act. Section 393 says directors must not approve accounts unless satisfied they give a true and fair view. And the duty of reasonable care, skill and diligence in section 174 expects a director to understand and monitor the company’s finances.

The Insolvency Service’s director information hub states that all directors share responsibility for the company even if not involved day to day, and that a director cannot avoid accountability by claiming lack of awareness. It also says directors must monitor performance and risks and intervene when necessary. A director kept away from the books is therefore in a dangerous position: still responsible, but unable to check.

What about other company information?

Section 388 covers accounting records only. Other rights differ:

Record	Who has a statutory right to see it
Accounting records	The company’s officers, at all times (section 388)
Records of resolutions and general meetings for the last ten years	Any member, free of charge (section 358)
Copies of directors’ service contracts	Members, under sections 228 and 229; see directors’ service contracts
Minutes of directors’ meetings	Section 248 requires them to be kept for at least ten years but gives members no inspection right
Books, accounts and vouchers	The auditor, at all times, with power to require information from officers and employees (section 499)

Shareholders who are not directors have no general right to the accounting records. Article 50 of the model articles for private companies says no person is entitled to inspect any of the company’s accounting or other records merely by virtue of being a shareholder, except as provided by law or authorised by the directors or an ordinary resolution.

What happens if the company refuses access?

Refusal is a failure by the company to comply with section 388(1). Under section 389(1), if a company fails to comply with section 388(1) to (3), an offence is committed by every officer of the company who is in default. Section 1121 says an officer is in default if they authorise or permit, participate in, or fail to take all reasonable steps to prevent, the contravention. It is a defence under section 389(2) to show the person acted honestly and the default was excusable in the circumstances.

The penalty under section 389(4) on conviction on indictment is up to two years’ imprisonment or a fine, or both. On summary conviction in England and Wales it is up to twelve months’ imprisonment or a fine not exceeding the statutory maximum, or both; in Scotland and Northern Ireland, up to six months or a fine not exceeding the statutory maximum, or both.

What should a director do if access is refused?

1. Ask in writing. Write to the board or the person holding the records, cite section 388(1)(b), say which records you want and propose a reasonable time and place. Keep a copy.
2. Raise it formally. Ask for the request and any refusal to be recorded in the minutes of the next directors’ meeting. Minutes must be kept for ten years under section 248, so they become evidence.
3. Point out the consequences. Fellow directors who block access risk being officers in default under section 389.
4. Check other sources. Filed accounts, the auditor’s report where there is one, and bank mandates may give some picture while the dispute continues.
5. Take legal advice early on enforcing the right. Where the refusal is part of a wider shareholder dispute, advice on the options available to members may also be needed.
6. Think about your own position. If you cannot get the information you need to do the job, consider whether you can properly remain in office. The director information hub warns that resigning does not end responsibility for decisions taken while you were a director, so document what you asked for and when.

Does the right continue after leaving the board?

The statutory right belongs to the company’s officers, so a director who has resigned or been removed can no longer rely on section 388. Anyone expecting to leave in difficult circumstances, for example after notice of a resolution to remove them, should make any request while still in office. See removing a director. Former directors can still face investigation for their time in office, and Schedule 1 to the Company Directors Disqualification Act 1986 lists material breaches of a director’s legislative obligations among the factors a court considers when deciding whether a director is unfit.

How does this work in practice?

Illustration only. Ahmed and Ben are the two directors of a company. Ben runs the finances and stops sharing the bank statements and bookkeeping login after a disagreement. Ahmed emails Ben requesting access to the bookkeeping system and the last six months of bank statements under section 388(1)(b). Ben does not reply. Ahmed calls a board meeting, repeats the request and asks for it to be minuted. When access is still refused, Ahmed takes legal advice and, in the meantime, declines to approve the draft year end accounts, because section 393 prevents him approving accounts he cannot be satisfied give a true and fair view.

What mistakes do directors make?

• Accepting a verbal summary from a fellow director instead of seeing the records.
• Asking informally and keeping no record of the request or the refusal.
• Assuming a shareholder agreement or job title limits the statutory right. Section 388 makes no such exception.
• Signing accounts while access is being denied.
• Resigning first and asking for the records afterwards.

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

• Writing board minutes
• Records of members’ decisions and meeting minutes
• Can company registers be kept electronically
• Keeping company registers at an alternative location
• What if the statutory registers are not up to date

Related cover: Directors and officers liability insurance and Management liability insurance.

Sources

• legislation.gov.uk: Act 2006 c. 46, section 388
• legislation.gov.uk: Act 2006 c. 46, section 1173
• legislation.gov.uk: Act 2006 c. 46, section 386
• legislation.gov.uk: Act 2006 c. 46, section 393
• GOV.UK: Director information hub misconceptions about being a director
• legislation.gov.uk: Act 2006 c. 46, section 358
• legislation.gov.uk: Act 2006 c. 46, section 248
• legislation.gov.uk: Act 2006 c. 46, section 499
• legislation.gov.uk: Act 2006 c. 46, section 229
• legislation.gov.uk: SI 2008/3229, schedule 1

Reviewed by Christine Anderson, Broker, Solar Protect. Last reviewed 19 October 2026. Part of Accountapedia, the Solar Protect guide to UK tax and accounting. This page is general information, not personalised advice.