(1)The register and the index of members' names must be open to the inspection—
(a)of any member of the company without charge, and
(b)of any other person on payment of such fee as may be prescribed.
(2)Any person may require a copy of a company's register of members, or of any part of it, on payment of such fee as may be prescribed.
(2A)Subsections (1) and (2) are subject to any restriction imposed by regulations under section 120A (protected material).
(3)A person seeking to exercise either of the rights conferred by this section must make a request to the company to that effect.
(4)The request must contain the following information—
(a)in the case of an individual, his name and address;
(b)in the case of an organisation, the name and address of an individual responsible for making the request on behalf of the organisation;
(c)the purpose for which the information is to be used; and
(d)whether the information will be disclosed to any other person, and if so—
(i)where that person is an individual, his name and address,
(ii)where that person is an organisation, the name and address of an individual responsible for receiving the information on its behalf, and
(iii)the purpose for which the information is to be used by that person.
Cases considering section 116 (11)
[2020] EWCA Civ 980 · 29 July 2020
Applies the statutory register-inspection right and treats the stated purpose of the request as the starting point for the section 117 inquiry. (see paras [1], [5], [16])
Applies the requirement that a request state the purpose for which information will be used; that stated purpose frames, but does not conclusively determine, the propriety inquiry. (see paras [5], [13], [16])
[2017] EWCA Civ 1129 · 26 July 2017Interprets
The court applied the statutory scheme governing inspection and copying of registers of members. A request failing materially to contain the information mandated by subsection (4) is not a valid request under this section (see paras [23]-[32]; [57]-[60]; [80]).
The subsection gives members and other persons rights to inspect the register, subject to the applicable fee. The distinction concerning fees does not create different proper-purpose tests for members and non-members (see paras [5]; [49]).
The subsection confers a right to require a copy of all or part of a company’s register on payment of the prescribed fee. That right operates within the protective statutory scheme (see paras [5]; [10]).
The subsection requires a person seeking inspection or a copy to make a request to the company. It was set out as part of the governing statutory machinery (see para [5]).
The information prescribed by subsection (4) is mandatory. A company is not obliged to comply with a request containing a wholesale failure to provide required information, although substantial compliance might suffice in another case (see paras [23]-[32]; [59]).
The request must state its purpose, enabling the company to assess whether to comply or apply to the court. The court may investigate the actual purpose beyond the statement in the request (see paras [11]; [31]; [34]).
A requester must identify persons to whom register information may be disclosed and state their intended purposes. The requirement covers partial disclosure and persons who may receive information. Failure to identify independent researchers invalidated the requests (see paras [25]-[32]; [59]; [80]).
[2014] EWCA Civ 604 · 14 May 2014Interprets
A person seeking inspection or a copy must make a request stating the proposed purpose. The purpose stated in the request is relevant evidence but does not confine the court’s inquiry into the requester’s actual purpose (see paras [10]; [21]).
What each judgment says about section 116 is in the case-law panel in the full Act.
243.This section replaces section 356 of the 1985 Act. Under section 356, the obligation to make the register available for inspection is subject to an exception when the register is closed under section 358 of the 1985 Act. The power to close the register has not been carried forward in the Act and so the obligation in subsection (1) is absolute. The CLR recommended that information in a company’s register of members should be made available only for certain specified purposes (Final Report, paragraph 11.44). This section follows this recommendation. It modifies the rights of inspection and to be provided with copies of the register of members and its index. (Section 1137 provides power for the Secretary of State to make regulations about the inspection of records and provision of copies and to set fees.) Subsections (3) and ( 4), which are new, require those seeking to inspect or to be provided with a copy of the register of members to provide their names and addresses, the purpose for which the information will be used, and, if the access is sought on behalf of others, similar information for them.