BCNO Limited v Iain Cooke

A request for access to a company’s register of members engages the statutory response procedure only if it complies with the mandatory information requirements in section 116(4) of the Companies Act 2006. Where those requirements are not met, there is no request under section 116, no obligation under section 117 to comply with or challenge the request, and no jurisdiction under section 117 to make a non-access order. The court cannot extend that jurisdiction by treating the application as a remedy against threatened harassment. Other legal remedies may be available for non-compliant requests or harassment.

BCNO Limited, a charitable company limited by guarantee, brought a Part 8 claim against Iain Cooke after he emailed requesting historic registers of members. The parties agreed that the email did not contain the information required by section 116(4) of the Companies Act 2006. Mr Cooke withdrew the request, but the company continued seeking an order that it need not comply with the request or future requests, together with its costs.

The central issue was whether an informal or non-compliant communication could nevertheless constitute a request under section 116, thereby engaging the company’s obligations and the court’s jurisdiction under section 117.

1. Claim dismissed. The claimant was not entitled to a direction that it need not comply with the defendant’s request or future requests under section 117.
2. Section 116(1) and (2) confer rights to inspect or obtain copies of the register. Section 116(3) requires a person exercising those rights to make a request to the company, and section 116(4) provides that the request must contain specified information. Applying Fox-Davies v Burberry plc [2017] EWCA Civ 1129, compliance with section 116(4) is mandatory. A communication which does not comply is not a request under section 116 for the purposes of the statutory scheme.
3. Section 117(1) is engaged only where the company receives a request under section 116. Without such a request, there is no application under section 117(1)(b), and consequently no jurisdiction under section 117(3) to direct the company not to comply. The claimant’s email was plainly non-compliant, so the threshold condition was absent.
4. The court rejected the proposed extension of section 117 into a general quia timet jurisdiction against future harassment. Parliament had restricted disclosure by prescribing the form of a valid request. Outside that form, the company had no obligation to comply and could safely ignore the communication. Harassment by repeated non-compliant requests could be addressed through other remedies, including the Protection from Harassment Act 1997.
5. The judge distinguished the alternative discussion in his earlier decision, Sir Henry Royce Memorial Foundation v Hardy [2021] EWHC 714 (Ch), where the invalidity of the request had already been sufficient to decide the case. The present claim therefore failed without any determination of the alleged lobbying or harassment.