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Company Law Reform Bill [HL] (53-58)


Company Law Reform Bill [HL] (changed to Companies Bill [HL])
Part 8 — A company’s members
Chapter 2 — Register of members

53

 

(2)   

The company must make any necessary alteration in the index within 14 days

after the date on which any alteration is made in the register of members.

(3)   

The index must contain, in respect of each member, a sufficient indication to

enable the account of that member in the register to be readily found.

(4)   

The index must be at all times kept available for inspection at the same place as

5

the register of members.

(5)   

If default is made in complying with this section, an offence is committed by—

(a)   

the company, and

(b)   

every officer of the company who is in default.

(6)   

A person guilty of an offence under this section is liable on summary

10

conviction to a fine not exceeding level 3 on the standard scale and in the case

of continued contravention to a daily default fine not exceeding one-tenth of

level 3 on the standard scale.

116     

Rights to inspect and require copies

(1)   

The register and the index of members’ names must be open to the

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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.

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(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

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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,

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(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.

35

117     

Register of members: response to request for inspection or copy

(1)   

Where a company receives a request under section 116 (register of members:

right to inspect and require copy), it must within five working days either—

(a)   

comply with the request, or

(b)   

apply to the court.

40

(2)   

If it applies to the court it must notify the person making the request.

(3)   

If on an application under this section the court is satisfied that the inspection

or copy is not sought for a proper purpose—

 
 

Company Law Reform Bill [HL] (changed to Companies Bill [HL])
Part 8 — A company’s members
Chapter 2 — Register of members

54

 

(a)   

it shall direct the company not to comply with the request, and

(b)   

it may further order that the company’s costs (in Scotland, expenses) on

the application be paid in whole or in part by the person who made the

request, even if he is not a party to the application.

(4)   

If the court makes such a direction and it appears to the court that the company

5

is or may be subject to other requests made for a similar purpose (whether

made by the same person or different persons), it may direct that the company

is not to comply with any such request.

   

The order must contain such provision as appears to the court appropriate to

identify the requests to which it applies.

10

(5)   

If on an application under this section the court does not direct the company

not to comply with the request, the company must comply with the request

immediately upon the court giving its decision or, as the case may be, the

proceedings being discontinued.

118     

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

15

(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

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(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.

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(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.

119     

Register of members: offences in connection with request for or disclosure of

information

30

(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—

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(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

40

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—

45

 
 

Company Law Reform Bill [HL] (changed to Companies Bill [HL])
Part 8 — A company’s members
Chapter 2 — Register of members

55

 

(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

5

maximum (or both).

120     

Information as to state of register and index

(1)   

When a person inspects the register, or the company provides him with a copy

of the register or any part of it, the company must inform him of the most

recent date (if any) on which alterations were made to the register and there

10

were no further alterations to be made.

(2)   

When a person inspects the index of members’ names, the company must

inform him whether there is any alteration to the register that is not reflected

in the index.

(3)   

If a company fails to provide the information required under subsection (1) or

15

(2), an offence is committed by—

(a)   

the company, and

(b)   

every officer of the company who is in default.

(4)   

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.

20

121     

Removal of entries relating to former members

   

An entry relating to a former member of the company may be removed from

the register after the expiration of ten years from the date on which he ceased

to be a member.

Special cases

25

122     

Share warrants

(1)   

On the issue of a share warrant the company must—

(a)   

enter in the register of members—

(i)   

the fact of the issue of the warrant,

(ii)   

a statement of the shares included in the warrant,

30

distinguishing each share by its number so long as the share has

a number, and

(iii)   

the date of the issue of the warrant,

   

and

(b)   

amend the register, if necessary, so that no person is named on the

35

register as the holder of the shares specified in the warrant.

(2)   

Until the warrant is surrendered, the particulars specified in subsection (1)(a)

are deemed to be those required by this Act to be entered in the register of

members.

(3)   

The bearer of a share warrant may, if the articles of the company so provide, be

40

deemed a member of the company within the meaning of this Act, either to the

full extent or for any purposes defined in the articles.

 
 

Company Law Reform Bill [HL] (changed to Companies Bill [HL])
Part 8 — A company’s members
Chapter 2 — Register of members

56

 

(4)   

Subject to the company’s articles, the bearer of a share warrant is entitled, on

surrendering it for cancellation, to have his name entered as a member in the

register of members.

(5)   

The company is responsible for any loss incurred by any person by reason of

the company entering in the register the name of a bearer of a share warrant in

5

respect of the shares specified in it without the warrant being surrendered and

cancelled.

(6)   

On the surrender of a share warrant, the date of the surrender must be entered

in the register.

123     

Single member companies

10

(1)   

If a limited company is formed under this Act with only one member there

shall be entered in the company’s register of members, with the name and

address of the sole member, a statement that the company has only one

member.

(2)   

If the number of members of a limited company falls to one, or if an unlimited

15

company with only one member becomes a limited company on re-

registration, there shall upon the occurrence of that event be entered in the

company’s register of members, with the name and address of the sole

member—

(a)   

a statement that the company has only one member, and

20

(b)   

the date on which the company became a company having only one

member.

(3)   

If the membership of a limited company increases from one to two or more

members there shall upon the occurrence of that event be entered in the

company’s register of members, with the name and address of the person who

25

was formerly the sole member—

(a)   

a statement that the company has ceased to have only one member, and

(b)   

the date on which that event occurred.

(4)   

If a company makes default in complying with this section, an offence is

committed by—

30

(a)   

the company, and

(b)   

every officer of the company who is in default.

(5)   

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 in the case

of continued contravention to a daily default fine not exceeding one-tenth of

35

level 3 on the standard scale.

124     

Company holding its own shares as treasury shares

(1)   

Where a company purchases its own shares in circumstances in which section

162A of the Companies Act 1985 (c. 6) (treasury shares) applies—

(a)   

the requirements of section 113 above (register of members) need not be

40

complied with if the company cancels all of the shares forthwith after

the purchase, and

(b)   

if the company does not cancel all of the shares forthwith after the

purchase, any share that is so cancelled shall be disregarded for the

purposes of that section.

45

 
 

Company Law Reform Bill [HL] (changed to Companies Bill [HL])
Part 8 — A company’s members
Chapter 2 — Register of members

57

 

(2)   

Subject to subsection (1), where a company holds shares as treasury shares the

company must be entered in the register as the member holding those shares.

Supplementary

125     

Power of court to rectify register

(1)   

If—

5

(a)   

the name of any person is, without sufficient cause, entered in or

omitted from a company’s register of members, or

(b)   

default is made or unnecessary delay takes place in entering on the

register the fact of any person having ceased to be a member,

   

the person aggrieved, or any member of the company, or the company, may

10

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

15

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.

20

(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.

126     

Trusts not to be entered on register

25

   

No notice of any trust, expressed, implied or constructive, shall be entered on

the register in England and Wales or Northern Ireland, or be receivable by the

registrar.

127     

Register to be evidence

   

The register of members is prima facie evidence of any matters which are by

30

this Act directed or authorised to be inserted in it.

128     

Time limit for claims arising from entry in register

(1)   

Liability incurred by a company—

(a)   

from the making or deletion of an entry in the register of members, or

(b)   

from a failure to make or delete any such entry,

35

   

is not enforceable more than ten years after the date on which the entry was

made or deleted or, as the case may be, the failure first occurred.

(2)   

This is without prejudice to any lesser period of limitation (and, in Scotland, to

any rule that the obligation giving rise to the liability prescribes before the

expiry of that period).

40

 
 

Company Law Reform Bill [HL] (changed to Companies Bill [HL])
Part 8 — A company’s members
Chapter 3 — Overseas branch registers

58

 

Chapter 3

Overseas branch registers

129     

Overseas branch registers

(1)   

A company having a share capital may, if it transacts business in a country or

territory to which this Chapter applies, cause to be kept there a branch register

5

of members resident there (an “overseas branch register”).

(2)   

This Chapter applies to—

(a)   

any part of Her Majesty’s dominions outside the United Kingdom, the

Channel Islands and the Isle of Man, and

(b)   

the countries or territories listed below.

10

 

Bangladesh

Malaysia

 
 

Cyprus

Malta

 
 

Dominica

Nigeria

 
 

The Gambia

Pakistan

 
 

Ghana

Seychelles

 

15

 

Guyana

Sierra Leone

 
 

The Hong Kong Special

Singapore

 
 

Administrative Region of the

  
 

People’s Republic of China

  
 

India

South Africa

 

20

 

Ireland

Sri Lanka

 
 

Kenya

Swaziland

 
 

Kiribati

Trinidad and Tobago

 
 

Lesotho

Uganda

 
 

Malawi

Zimbabwe

 

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(3)   

The Secretary of State may make provision by regulations as to the

circumstances in which a company is to be regarded as keeping a register in a

particular country or territory.

(4)   

Regulations under this section are subject to negative resolution procedure.

(5)   

References—

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(a)   

in any Act or instrument (including, in particular, a company’s articles)

to a dominion register, or

(b)   

in articles registered before 1st November 1929 to a colonial register,

   

are to be read (unless the context otherwise requires) as a reference to an

overseas branch register kept under this section.

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