|
| |
|
(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 |
| |
(5) | If default is made in complying with this section, an offence is committed by— |
| |
| |
(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 |
| 15 |
| |
(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. |
| 20 |
(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 |
| 25 |
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 |
| |
| |
(i) | where that person is an individual, his name and address, |
| 30 |
(ii) | where that person is an organisation, the name and address of |
| |
an individual responsible for receiving the information on its |
| |
| |
(iii) | the purpose for which the information is to be used by that |
| |
| 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 |
| |
| 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— |
| |
|
| |
|
| |
|
(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— |
| |
| 20 |
(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 |
| |
| 25 |
(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 |
| |
| 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— |
| 35 |
(a) | to do anything that results in the information being disclosed to |
| |
| |
(b) | to fail to do anything with the result that the information is disclosed to |
| |
| |
| 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 |
|
| |
|
| |
|
(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 |
| |
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 |
| |
| |
(3) | If a company fails to provide the information required under subsection (1) or |
| 15 |
(2), an offence is committed by— |
| |
| |
(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 |
| |
| |
| 25 |
| |
(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 |
| |
| |
(iii) | the date of the issue of the warrant, |
| |
| |
(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 |
| |
| |
(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. |
| |
|
| |
|
| |
|
(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 |
| |
| |
(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 |
| |
| |
(6) | On the surrender of a share warrant, the date of the surrender must be entered |
| |
| |
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 |
| |
| |
(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 |
| |
| |
(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 |
| |
| |
(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 |
| |
| 30 |
| |
(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 |
| |
| |
(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 |
|
| |
|
| |
|
(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. |
| |
| |
125 | Power of court to rectify register |
| |
| 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 |
| |
| |
(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 |
| |
| |
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 |
| |
| |
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 |
| |
| 40 |
|
| |
|
| |
|
| |
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 |
| | | | | | | | | | | | | | | | | | | | | | | | 15 | | | | | | | | | | | | Administrative Region of the |
| | | | | People’s Republic of China |
| | | | | | | | 20 | | | | | | | | | | | | | | | | | | | | | | | | | 25 |
|
(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. |
| |
| 30 |
(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. |
| 35 |
|
| |
|