Companies Act 2006, section 388

Where and for how long records to be kept

Part 15 Accounts and reports

(1)A company's accounting records—

(a)must be kept at its registered office or such other place as the directors think fit, and

(b)must at all times be open to inspection by the company's officers.

(2)If accounting records are kept at a place outside the United Kingdom, accounts and returns with respect to the business dealt with in the accounting records so kept must be sent to, and kept at, a place in the United Kingdom, and must at all times be open to such inspection.

(3)The accounts and returns to be sent to the United Kingdom must be such as to—

(a)disclose with reasonable accuracy the financial position of the business in question at intervals of not more than six months, and

(b)F316enable the directors to ensure that the accounts required to be prepared under this Part comply with the requirements of this Act ....

(4)Accounting records that a company is required by section 386 to keep must be preserved by it—

(a)in the case of a private company, for three years from the date on which they are made;

(b)in the case of a public company, for six years from the date on which they are made.

(5)Subsection (4) is subject to any provision contained in rules made under section 411 of the Insolvency Act 1986 (c. 45) (company insolvency rules) or Article 359 of the Insolvency (Northern Ireland) Order 1989 (S.I. 1989/2405 (N.I. 19)).

Read section 388 in the full Act → Definitions (3) Cases (9)

Definitions used in section 388

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
director

In the Companies Acts “director” includes any person occupying the position of director, by whatever name called.

Defined in s.250 · 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

Cases considering section 388 (9)

Karen Elizabeth Mcilroy v Deon Minaar & Ors

[2026] EWHC 2281 (Ch) · 4 September 2026Interprets

The court used section 388 as the statutory basis for a director’s access to the company’s accounting records (see paras [108]-[110]). The court treated subsection (1) as requiring the company’s accounting records to be open to inspection by company officers (see paras [108]-[110]). The court applied the provision to recognise a director’s right to inspect company accounting records, while distinguishing that right from an entitlement to operate the bank account (see paras [108]; [114]; [132]-[135]).

Mantir Singh Sahota v Albinder Singh Sahota & Ors

[2024] EWHC 2165 (Ch) · 19 August 2024

The court confirms that a director was entitled to inspect the company’s accounting records and documents. The petitioner’s purpose of checking whether equal shareholder benefits had been received was proper, so the managing director was not entitled to block access. (see paras [317]; [419]-[423])

Hideko Suzui v Kayoko Suzui

[2024] EWHC 457 (Ch) · 8 March 2024

The court considered that it would have exercised its discretion to order provision or inspection of company records. The claimant’s requests were neither unreasonable nor excessive, and the defendant could not require repayment of money as a condition of access. (see paras [17]–[19])

What each judgment says about section 388 is in the case-law panel in the full Act.

Amendments and notes

6 notes from legislation.gov.uk

Amendments

  1. F316Words in s. 388(3)(b) omitted (31.12.2020 with effect in relation to financial years beginning on or after IP completion day) by virtue of The International Accounting Standards and European Public Limited-Liability Company (Amendment etc.) (EU Exit) Regulations 2019 (S.I. 2019/685), reg. 1(2)(3), Sch. 1 para. 4 (with reg. 1(4)-(8), Sch. 1 para. 64) (as amended by S.I. 2020/335, regs. 1, 3, 4 and S.I. 2020/523, regs. 1(2), 22, 25(b)); 2020 c. 1, Sch. 5 para. 1(1)

Modifications

  1. C543Ss. 380-414 applied (with modifications) (1.10.2009) by S.I. 2009/2436, regs. 3-5, Sch 1 para. 10 (with reg. 7, Sch. 2) (and the said Sch. 1 para. 10 is amended (with application in accordance with reg. 1(3) of the amending S.I.) by The Unregistered Companies (Amendment) Regulations 2013 (S.I. 2013/1972), regs. 1(2), 2(2)(a))
  2. C562Ss. 386-389 applied (with modifications) (1.10.2008) by The Limited Liability Partnerships (Accounts and Audit) (Application of Companies Act 2006) Regulations 2008 (S.I. 2008/1911), reg. 6 (as amended (1.10.2009) by The Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009 (S.I. 2009/1804), regs. 2, 85, Sch. 3 para. 16)
  3. C563Ss. 380-416 applied (with modifications) (1.10.2009) by The Unregistered Companies Regulations 2009 (S.I. 2009/2436), regs. 3-5, Sch. 1 para. 10 (with transitional provisions and savings in regs. 7, 9, Sch. 2)
  4. C564S. 388 modified (6.4.2016) by The Companies (Address of Registered Office) Regulations 2016 (S.I. 2016/423), regs. 1(1), 11(a)(vii)
  5. C565S. 388 restricted (temp.) (4.3.2024) by The Registered Office Address (Rectification of Register) Regulations 2024 (S.I. 2024/233), regs. 1(2), 16; S.I. 2024/269, reg. 2(z42)