New Rules For Access To Register Of Members

Author:Mr Robert Burns

A company's statutory books include a register of members which contains details of a company's members and, for company's limited by shares, their shareholdings. Historically this is a public register open to inspection by any member without charge. In addition, currently any person (whether a member or not) can ask for a copy of the register in return for payment of a prescribed fee.

The new Companies Act 2006 ("the Act") makes access to a company's register of members subject to a proper purpose test. This is intended to protect members from being contacted for an improper purpose. It is also anticipated that the content requirements of the shuttle annual return form will be changed by regulations made under the Act to avoid the possibility of member names and addresses being accessed by reference to the public register held at Companies House.

Commencement of the appropriate sections of the Act is tapered according to when a company's annual return form is due - they commence in relation to a company upon submission of its first annual return after 30 September 2007 although an option exists for companies to bring their annual return date forward if they would like to become subject to this new regime more quickly.

"Proper purpose" has not been defined by the Act. It will be determined by the facts and circumstances of each case and will be a matter for the courts to interpret.

The Institute of Chartered Secretaries and Administrators ("ICSA") has recently issued guidance on access to the register of members and the proper purpose test. ICSA suggests that examples of proper purposes might include:

a member checking that his personal details have been accurately recorded on the register

a request from a regulatory or statutory body

an executor checking the shareholding of a deceased member

a member wanting to contact other members about matters relating to the company or their shareholding

Examples of improper purposes might include:

any purpose not related to the members in their capacity as members of the company (eg: commercial mailings)

any communication to members that the...

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