(1)It is an offence for a person knowingly or recklessly to make in a request under section 116 (register of members: right to inspect or require copy) a statement that is misleading, false or deceptive in a material particular.
(2)It is an offence for a person in possession of information obtained by exercise of either of the rights conferred by that section—
(a)to do anything that results in the information being disclosed to another person, or
(b)to fail to do anything with the result that the information is disclosed to another person,
knowing, or having reason to suspect, that person may use the information for a purpose that is not a proper purpose.
(3)A person guilty of an offence under this section is liable—
(a)on conviction on indictment, to imprisonment for a term not exceeding two years or a fine (or both);
(b)on summary conviction—
(i)in England and Wales, to imprisonment for a term not exceeding twelve months or to a fine not exceeding the statutory maximum (or both);
(ii)in Scotland or Northern Ireland, to imprisonment for a term not exceeding six months, or to a fine not exceeding the statutory maximum (or both).
Cases considering section 119 (7)
[2017] EWCA Civ 1129 · 26 July 2017Interprets
The offence of knowingly or recklessly making a materially misleading, false or deceptive statement in a section 116 request was identified as part of the statutory protection against abuse (see paras [8]; [10]).
The subsection criminalises disclosure where the holder knows or has reason to suspect that the recipient may use the information improperly. It did not remove the duty to identify intended recipients under section 116(4)(d) (see paras [8]; [25]-[31]; [70]).
[2021] EWHC 714 (Ch) · 26 March 2021
The provision was used to explain that a misleading, false or deceptive statement in the request would constitute a criminal offence. This supported the statutory context in which the disclosure statement was construed (see paras [34]-[35]).
The provision was used to recognise that later misuse or disclosure of members’ information could attract criminal liability. Mere suspicion of misuse was insufficient; the court would refuse access only if satisfied on the balance of probabilities that misuse was intended or likely (see paras [55]-[59]).
[2015] EWHC 222 (Ch) · 9 February 2015Limits
The court considered the criminal safeguards against misleading statements and improper disclosure. It held that those safeguards were insufficient in practical terms where information might be passed to unknown persons or organisations in foreign jurisdictions. (see paras [24]; [39]; [45]; [58])
What each judgment says about section 119 is in the case-law panel in the full Act.
246.This is a new provision. It creates two offences. First, in relation to the new requirement in section 116 to provide information in a request for access, it is an offence knowingly or recklessly to make a statement that is misleading, false or deceptive in a material particular. Second, it is an offence for a person to disclose to another person information from a company’s register of members obtained under section 116 knowing or having reason to suspect that the other person may use the information for a purpose that is not a proper purpose.