Companies Act 2006, section 112

The members of a company

Part 8 A company's members

(1)The subscribers of a company's memorandum are deemed to have agreed to become members of the company, and on its registration become members and must be entered as such in its register of members.

(2)Every other person who agrees to become a member of a company, and whose name is entered in its register of members, is a member of the company.

F92(3). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

[F93 (4)Where an individual’s name is entered in a company’s register of members but is not in the form required by section 113A, that does not affect the person becoming a member of the company by virtue of subsection (2).F93]

Read section 112 in the full Act → Definitions (3) Cases (40)

Definitions used in section 112

company

“company” means a company formed and registered under this Act, that is—

(a)

a company so formed and registered after the commencement of this Part, or

(b)

a company that immediately before the commencement of this Part—

(i)

was formed and registered under the Companies Act 1985 (c. 6) or the Companies (Northern Ireland) Order 1986 (S.I. 1986/1032 (N.I. 6)), or

(ii)

was an existing company for the purposes of that Act or that Order,

(which is to be treated on commencement as if formed and registered under this Act).

Defined in s.1(1) · see it in the full Act

(4) In this section and that Schedule “company” includes any body corporate.

Defined in s.1159(4) · see it in the full Act
member

(2) In sub-paragraph (1) “member” has the same meaning as it has by virtue of section 7(1) of that Act .

Defined in Sch.2 Pt.1 · see it in the full Act
the register

(2) The records relating to companies are referred to collectively in the Companies Acts as “the register”.

Defined in s.1080(2) · see it in the full Act

Cases considering section 112 (40)

Andrew Bland & Anor v Jeanette Keegan (Re JDK Construction Limited)

[2024] EWCA Civ 934 · 5 August 2024Interprets

The court interpreted section 112 as the starting point for membership. It distinguishes the automatic membership of subscribers from the two requirements of assent and registration for other persons. It supports, but does not make conclusive, the ordinary rule that membership follows the register (see paras [40]-[52]). The court held that a subscriber becomes a member on incorporation irrespective of later entry on the register. This is an express exception to the usual register-based determination of membership (see paras [40]; [42]; [48]-[49]). For a person other than a subscriber, section 112(2) requires both agreement to become a member and entry on the register. Mere entry without assent does not suffice, which confirms that the register is prima facie rather than conclusive evidence (see paras [42]; [50]-[51]).

Randhawa & Anor v Turpin & Anor

[2017] EWCA Civ 1201 · 1 August 2017Defines

The court held that a person whose name is entered in the register of members is a member for the relevant statutory and constitutional purposes. This included the dissolved corporate shareholder while it remained on the register. (see para [71])

Mohammed Sarwar & Ors v Bilal Sarwar & Anor

[2026] EWHC 2104 (Ch) · 7 August 2026Interprets

The court noted that the company had no register of members, but inferred from the agreed shareholding arrangements and annual return that the petitioners had been members before the disputed transfers (see paras [255]-[256]).

20 more judgments, and what each says about section 112, are in the case-law panel in the full Act.

Explanatory note

239.This section restates section 22 of the 1985 Act. There are additional words to make it clear that the subscribers to the memorandum become members on registration of the company, even if the company fails to enter their names in the register of members.

All the explanatory notes for the Act

Amendments and notes

5 notes from legislation.gov.uk

Amendments

  1. F92S. 112(3) omitted (26.10.2023 for specified purposes, 26.1.2026 in so far as not already in force) by virtue of Economic Crime and Corporate Transparency Act 2023 (c. 56), s. 219(1)(2)(b), Sch. 1 para. 2; S.I. 2026/57, reg. 2
  2. F93S. 112(4) inserted (26.10.2023 but only so far as it confers a power to make regulations or relates to the exercise of the power, otherwise prosp.) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 46(2), 219(1)(2)(b) text inserted prospectively or the amendment may be in effect for limited purposes, see the commentary.

Modifications

  1. C187S. 112(1) applied by Commonhold and Leasehold Reform Act 2002 (c. 15), Sch. 3 para. 15(1) (as substituted) (1.10.2009) by The Companies Act 2006 (Consequential Amendments, Transitional Provisions and Savings) Order 2009 (S.I. 2009/1941), art. 2(1), Sch. 1 para. 195(11) (with art. 10))
  2. C188S. 112(1) excluded by The European Public Limited-Liability Company Regulations 2004 (S.I. 2004/2326), Sch. 4 para. 7 (as amended (1.10.2009) by The European Public Limited-Liability Company (Amendment) Regulations 2009 (S.I. 2009/2400), reg. {40(7)})
  3. C189S. 112(2) excluded by Commonhold and Leasehold Reform Act 2002 (c. 15), Sch. 3 para. 15(2) (as substituted (1.10.2009) by The Companies Act 2006 (Consequential Amendments, Transitional Provisions and Savings) Order 2009 (S.I. 2009/1941), art. 2(1), Sch. 1 para. 195(11) (with art. 10))