(1)If a company’s register of members—
(a)does not include information that it is required to include, or
(b)includes information that it is not required to include,
the person aggrieved, or any member of the company, or the company, may apply to the court for rectification of the register.
(2)The court may either refuse the application or may order rectification of the register and payment by the company of any damages sustained by any party aggrieved.
(3)On such an application the court may decide any question relating to the title of a person who is a party to the application to have his name entered in or omitted from the register, whether the question arises between members or alleged members, or between members or alleged members on the one hand and the company on the other hand, and generally may decide any question necessary or expedient to be decided for rectification of the register.
(4)In the case of a company required by this Act to send a list of its members to the registrar of companies, the court, when making an order for rectification of the register, shall by its order direct notice of the rectification to be given to the registrar.
Cases considering section 125 (50)
[2015] UKPC 2 · 21 January 2015Limits
The subsection supplies the British rectification jurisdiction where a name is entered or omitted without sufficient cause. The Board treated it as concerned with an existing legal entitlement to registration (see paras [20]; [27]; [44]-[51]).
The power to decide title questions operates within an application for rectification. It does not justify using rectification to establish a merely prospective beneficial entitlement requiring a later transfer of legal title (see paras [20]; [28]; [44]-[51]).
[2024] EWCA Civ 934 · 5 August 2024
Section 125 provides the route for a court to rectify an inaccurate register in simple cases. The court held that, absent an order of rectification, the historical register determined membership for the written resolutions. Rectification may be accompanied by consequential or retrospective orders, subject to discretion (see paras [59]-[76]).
Cited only.
[2026] EWHC 1924 (Ch) · 31 July 2026Interprets
The court held that the rectification power exists whether or not the company has ever had a register of members and used it to create a register from scratch. (see paras [6]-[7], [79])
The court treated the absence of every required register entry as satisfying the statutory basis for an application for rectification, despite there being no existing register document. (see para [6])
The court applied the provision to a company whose register omitted all information required to be included because no register had ever been kept. (see para [6])
The court exercised the statutory discretion to order rectification and directed the contents of the reconstructed register. (see paras [79]-[83])
The court interpreted the provision as permitting determination of title questions necessary for rectification, while applying the procedural limits and case-management approach discussed in the judgment. (see paras [9]-[13])
The court applied the mandatory notice requirement and directed that notice of the rectification order be given to Companies House. (see para [84])
30 more judgments, and what each says about section 125, are in the
case-law panel in the full Act.