Any member can inspect a company’s register of members free of charge, and anyone else can inspect it on paying the prescribed fee, under section 116 of the Companies Act 2006. Anyone can also ask for a copy. The request must say who is asking and why, and the company then has five working days either to comply or to apply to court; it can only lawfully refuse if the court is satisfied the request is not for a proper purpose.
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Who has the right to see the register of members?
Section 116(1) says the register of members, and the index of members’ names where one is kept, must be open to inspection by any member without charge and by any other person on payment of the prescribed fee. Section 116(2) goes further: any person may require a copy of the register, or of any part of it, on payment of the prescribed fee. The right is not limited to shareholders.
The register must be kept available for inspection at the registered office or at a place specified in regulations under section 1136, usually called a single alternative inspection location (section 114). A company with more than 50 members must keep an index of names at the same place unless the register itself works as an index (section 115). For what the register must contain, and why it is now the main register a company still keeps itself, see a company’s statutory registers; for the alternative location rules see keeping company registers at an alternative location.
Section 116(2A) makes both rights subject to any restriction imposed by regulations under section 120A. That section lets the Secretary of State require companies to refrain from using or disclosing “individual membership information”, meaning information about an individual member or former member that has to be entered in the register or index.
What must a request include?
A person who wants to inspect or have a copy must make a request to the company (section 116(3)), and section 116(4) lists what it must contain:
- for an individual, their name and address;
- for an organisation, the name and address of an individual responsible for making the request on its behalf;
- the purpose for which the information is to be used;
- whether the information will be disclosed to anyone else and, if so, that person’s name and address (or, for an organisation, a responsible individual’s name and address) and the purpose for which they will use it.
A request that leaves out any of these items does not meet section 116(4), so the company can sensibly go back and ask for the missing details before the substance is considered. The statement of purpose carries weight. Under section 119(1) it is an offence knowingly or recklessly to make a statement in a request that is misleading, false or deceptive in a material particular. Under section 119(2) it is also an offence for someone who obtained the information to pass it on, by act or omission, knowing or having reason to suspect it may be used for a purpose that is not proper. On conviction on indictment either offence carries up to two years’ imprisonment, a fine or both.
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How quickly must the company respond?
Section 117(1) gives the company five working days from receiving the request either to comply or to apply to the court. If it applies to court, it must tell the person who made the request (section 117(2)). If the court does not stop the request, the company must comply immediately once the court gives its decision or the proceedings are discontinued (section 117(5)).
Doing nothing is not an option. If inspection is refused, or a copy is not provided, other than in line with a court order, the company and every officer in default commit an offence under section 118, punishable by a fine up to level 3 on the standard scale and a daily default fine of up to one tenth of level 3 for continued contravention. The court can also order an immediate inspection or direct that the copy be sent (section 118(3)). Section 1137(2) adds that a company which fails to follow the inspection regulations is treated as having refused inspection or failed to provide a copy.
What does the proper purpose test mean?
The only route to refusing a request is the court. Under section 117(3), if the court is satisfied that the inspection or copy is not sought for a proper purpose, it must direct the company not to comply and it may order the requester to pay the company’s costs (expenses in Scotland), even if the requester is not a party. Under section 117(4) the court can also direct the company not to comply with other requests made for a similar purpose, whether by the same person or by others.
The Act does not define “proper purpose”, so each case turns on its facts. Two features of the wording are worth noting. First, the court has to be satisfied that the purpose is not proper, so the company, as applicant, needs evidence rather than suspicion. Second, the test looks at the purpose stated in the request and at how the information will actually be used, which is why section 116(4) asks about onward disclosure. In practice directors tend to be comfortable with a member who wants to write to fellow members about a resolution or a takeover approach, and more cautious about a stated purpose that amounts to building a marketing list or something that would expose members to harassment.
How does inspection work, and what can be charged?
The Companies (Company Records) Regulations 2008 (SI 2008/3006) set the practical rules. For a private company, the person names a working day and gives at least 10 working days’ notice of it, or at least 2 working days’ notice where the notice is given during the notice period for a general or class meeting or during the period for a written resolution under section 297(1) (regulation 4). They also name a start time between 9am and 3pm, and the records must be available for at least 2 hours from then. A public company must make its records available for at least 2 hours between 9am and 5pm on each working day (regulation 5).
During an inspection the person may make their own copy, but the company need not help, and it need not rearrange the information into a different order or form (regulation 6). A copy must be provided in hard copy if requested (regulation 7). A copy requested electronically is provided in whatever electronic form the company decides, unless the register is kept only on paper (regulation 8).
The fees are in the Companies (Fees for Inspection and Copying of Company Records) Regulations 2007 (SI 2007/2612):
| What is provided | Prescribed fee |
|---|---|
| Inspection by a non member | £3.50 for each hour or part of an hour (regulation 2) |
| Copy: first 5 entries | £1 for each entry |
| Copy: next 95 entries or part | £30 |
| Copy: next 900 entries or part | £30 |
| Copy: next 99,000 entries or part | £30 |
| Copy: remainder of the register or part | £30 |
The company can also charge reasonable delivery costs for a copy (regulation 3). Section 1137(5) allows a company to charge less than the prescribed fee or nothing at all. Under section 120, whenever someone inspects or is given a copy, the company must tell them the most recent date on which the register was altered and whether there are further alterations to be made; failing to do so is an offence carrying a fine up to level 3.
How does this work in practice?
Illustration only. A private company has 120 shareholders. One member, who holds 2% of the shares, wants to write to every shareholder to build support for a resolution removing a director. Her letter gives her name and address, states that purpose and confirms she will not pass the list to anyone else. Within five working days the company sends her a copy. The fee for 120 entries is £5 for the first five, £30 for the next 95 and £30 for the remaining 20, a total of £65 plus reasonable delivery costs. The covering letter states when the register was last altered and that no alterations are outstanding.
What mistakes do companies make with inspection requests?
- Ignoring a request, or replying that it is refused, instead of complying or applying to court within five working days.
- Insisting on reasons beyond those in section 116(4), or treating a member as having fewer rights than a stranger. Members inspect free, although a copy still carries the prescribed fee.
- Charging more than the prescribed fee, or charging a member for inspection.
- Keeping the register somewhere other than the registered office without notifying Companies House of the location (section 114(2)).
- Forgetting to tell the requester when the register was last altered, as section 120 requires.
- Handing over a register that has not been kept up to date. Entries for former members may be removed only ten years after they ceased to be a member (section 121), so a copy may legitimately show them.
Requests often expose a register that disagrees with the confirmation statement; see the confirmation statement explained and shareholder rights. A company secretary, where there is one, usually handles requests, but the offences apply to every officer in default.
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Related Accountapedia entries
- Directors’ service contracts
- Records of members’ decisions and meeting minutes
- Can company registers be kept electronically
- Shareholder identity information on the register
- Can a director inspect the company’s books
Sources
- legislation.gov.uk: Act 2006 c. 46, section 116
- legislation.gov.uk: Act 2006 c. 46, section 117
- legislation.gov.uk: Act 2006 c. 46, section 118
- legislation.gov.uk: Act 2006 c. 46, section 119
- legislation.gov.uk: Act 2006 c. 46, section 120
- legislation.gov.uk: Act 2006 c. 46, section 120A
- legislation.gov.uk: Act 2006 c. 46, section 114
- legislation.gov.uk: Act 2006 c. 46, section 115
- legislation.gov.uk: Act 2006 c. 46, section 121
- legislation.gov.uk: Act 2006 c. 46, section 1137
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.