Companies Act 2006, section 118

Register of members: refusal of inspection or default in providing copy

Part 8 A company's members

(1)If an inspection required under section 116 (register of members: right to inspect and require copy) is refused or default is made in providing a copy required under that section, otherwise than in accordance with an order of the court, an offence is committed by—

(a)the company, and

(b)every officer of the company who is in default.

(2)A person guilty of an offence under this section is liable on summary conviction to a fine not exceeding level 3 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 3 on the standard scale.

(3)In the case of any such refusal or default the court may by order compel an immediate inspection or, as the case may be, direct that the copy required be sent to the person requesting it.

Read section 118 in the full Act → Definitions (4) Cases (8)

Definitions used in section 118

the court

(1) Except as otherwise provided, in the Companies Acts “the court” means—

(a)in England and Wales, the High Court or the county court;

(b)in Scotland, the Court of Session or the sheriff court;

(c)in Northern Ireland, the High Court.

Defined in s.1156(1) · see it in the full Act

(2) The provisions of the Companies Acts conferring jurisdiction on “the court” as defined above have effect subject to any enactment or rule of law relating to the allocation of jurisdiction or distribution of business between courts in any part of the United Kingdom.

Defined in s.1156(2) · see it in the full Act
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
officer

“officer”, in relation to a body corporate, includes a director, manager or secretary;

Defined in s.1173(1) · see it in the full Act
daily default fine

(1) This section defines what is meant in the Companies Acts where it is provided that a person guilty of an offence is liable on summary conviction to a fine not exceeding a specified amount “and, for continued contravention, a daily default fine” not exceeding a specified amount.

Defined in s.1125(1) · see it in the full Act

Cases considering section 118 (8)

Houldsworth Village Management Company Ltd v Barton

[2020] EWCA Civ 980 · 29 July 2020

Confirms the importance of the access right by noting that refusal or failure to permit inspection otherwise than under section 117 is an offence. (see paras [15]-[16]) Cited only.

Fox-Davies v Burberry Plc

[2017] EWCA Civ 1129 · 26 July 2017

The offence for refusing or failing to permit inspection or provide a required copy, otherwise than under a section 117 order, was used to explain the statutory balance and the significance of a valid request (see paras [7]; [10]). The subsection permits the court to compel immediate inspection or provision of a required copy. It was considered as part of the enforcement framework (see para [7]).

Burry & Knight Ltd & Anor v Knight

[2014] EWCA Civ 604 · 14 May 2014

Non-compliance with a valid request, unless authorised by a court order, attracts a criminal penalty. This supported the conclusion that Parliament attached importance to the right of access (see paras [10]; [24]).

What each judgment says about section 118 is in the case-law panel in the full Act.

Explanatory note

245.This section replaces section 356(5) and (6) of and Schedule 24 to the 1985 Act. It retains the existing sanctions for the company’s failure to comply with a request. They do not apply if the court has directed that the company need not comply with the request.

All the explanatory notes for the Act