• PART 8 PART 8 A Company's Members

    • Chapter 1 Chapter 1 The Members Of A Company

      • 117. The Members Of A Company

        (1) The initial members of a company are deemed to have agreed to become members of the company, and on its registration become members and must be entered as such in its register of members.
        (2) Every other person who agrees to become a member of a company, and whose name is entered in its register of members, is a member of the company.

    • Chapter 2 Chapter 2 Register Of Members

      • General

        • 118. Register Of Members

          (1) Every company must keep a register of its members.
          (2) There must be entered in the register–
          (a) the names and addresses of the members,
          (b) the date on which each person was registered as a member, and
          (c) the date at which any person ceased to be a member.
          (3) In the case of a company having a share capital, there must be entered in the register, with the names and addresses of the members, a statement of–
          (a) the shares held by each member, distinguishing each share–
          (i) by its number (so long as the share has a number), and
          (ii) where the company has more than one class of issued shares, by its class, and
          (b) the amount paid or agreed to be considered as paid on the shares of each member.
          (4) In the case of joint holders of shares in a company, the company’s register of members must state the names of each joint holder. In other respects joint holders are regarded for the purposes of this Chapter as a single member (so that the register must show a single address).
          (5) In the case of a company that does not have a share capital but has more than one class of members, there must be entered in the register, with the names and addresses of the members, a statement of the class to which each member belongs.
          (6) If a company makes default in complying with this section a contravention of these Regulations is committed by–
          (a) the company, and
          (b) every officer of the company who is in default.
          (7) A person who commits the contravention referred to in subsection (6) shall be liable to a level 2 fine.

        • 119. Register To Be Kept Available For Inspection

          (1) A company’s register of members must be kept available for inspection–
          (a) at its registered office, or
          (b) at a place specified in rules made by the Board under section 996 (rules about where certain company records to be kept available for inspection).
          (2) A company must give notice to the Registrar of the place where its register of members is kept available for inspection and of any change in that place.
          (3) No such notice is required if the register has, at all times since it came into existence been kept available for inspection at the company’s registered office.
          (4) If a company makes default for 14 days in complying with subsection (2), a contravention of these Regulations is committed by–
          (a) the company, and
          (b) every officer of the company who is in default.
          (5) A person who commits the contravention referred to in subsection (4) shall be liable to a level 1 fine.

        • 120. List Of Members

          (1) Every company having more than 50 members must keep a list of the names of the members of the company, unless the register of members is in such a form as to constitute in itself an list.
          (2) The company must make any necessary alteration in the list within 14 days after the date on which any alteration is made in the register of members.
          (3) The list 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 list must be at all times kept available for inspection at the same place as the register of members.
          (5) If default is made in complying with this section, a contravention of these Regulations is committed by–
          (a) the company, and
          (b) every officer of the company who is in default.
          (6) A person who commits the contravention referred to in subsection (5) shall be liable to a level 1 fine.

        • 121. Rights To Inspect And Require Copies

          (1) The register and the list of members’ names must be open to the inspection–
          (a) of any member of the company without charge, and
          (b) except in the case of a restricted scope company or an investment company, of any other person on payment of such fee as may be prescribed in rules made by the Registrar.
          (2) Subject to subsection (1)(b), 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 in rules made by the Registrar.
          (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 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,
          (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.

        • 122. Register Of Members: Response To Request For Inspection Or Copy

          (1) Where a company receives a request under section 121 (rights to inspect and require copies), it must within five working days either–
          (a) comply with the request, or
          (b) apply to the Court.
          A restricted scope company or investment company may decline any request made under section 121 (rights to inspect and require copies) by a person who is not a member without any need to apply to the Court.
          (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 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 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.
          (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.

        • 123. Register Of Members: Refusal Of Inspection Or Default In Providing Copy

          (1) If an inspection required under section 121 (rights to inspect and require copies) is refused or default is made in providing a copy required under that section, otherwise than in accordance with an order of the Court, a contravention of these Regulations is committed by–
          (a) the company, and
          (b) every officer of the company who is in default.
          (2) A person who commits the contravention referred to in subsection (1) shall be liable to a level 2 fine.
          (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.

        • 124. Register Of Members: Contraventions In Connection With Request For Or Disclosure Of Information

          (1) It is a contravention of these Regulations for a person knowingly or recklessly to make in a request under section 121 (rights to inspect or require copies) a statement that is misleading, false or deceptive in a material particular.
          (2) It is a contravention of these Regulations for a person in possession of information obtained by exercise of either of the rights conferred by that section–
          (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 a purpose that is not a proper purpose.
          (3) A person who commits either of the contraventions referred to in subsections (1) and (2) shall be liable to a fine of up to level 4.

        • 125. Information As To State Of Register And List Of Members’ Names

          (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 were no further alterations to be made.
          (2) When a person inspects the list of members’ names, the company must inform him whether there is any alteration to the register that is not reflected in the list.
          (3) If a company fails to provide the information required under subsection (1) or (2), a contravention of these Regulations is committed by–
          (a) the company, and
          (b) every officer of the company who is in default.
          (4) A person who commits the contravention referred to in subsection (3) shall be liable to a level 1 fine.
          (5) This section does not apply to restricted scope companies.

        • 126. 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.

        • 127. Single Member Companies

          (1) If a limited company is formed under these Regulations 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 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
          (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 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, a contravention of these Regulations is committed by–
          (a) the company, and
          (b) every officer of the company who is in default.
          (5) A person who commits the contravention referred to in subsection (4) shall be liable to a level 1 fine.

        • 128. Company Holding Its Own Shares As Treasury Shares

          (1) Where a company purchases its own shares in circumstances in which section 666 (treasury shares) applies–
          (a) the requirements of section 118 (register of members) need not be 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.
          (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.

        • 129. Power Of Court To Rectify Register

          (1) If–
          (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 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 these Regulations 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.

        • 130. Trusts Not To Be Entered On Register

          No notice of any trust, expressed, implied or constructive, shall be entered on the register of members of a company or be receivable by the Registrar.

        • 131. Register To Be Evidence

          The register of members is prima facie evidence of any matters which are by these Regulations directed or authorised to be inserted in it.

        • 132. 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,
          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.

    • Chapter 3 Chapter 3 Prohibition On Subsidiary Being Member Of Its Holding Company

      • General Prohibition

        • 133. Prohibition On Subsidiary Being A Member Of Its Holding Company

          (1) Except as provided by this Chapter–
          (a) a body corporate cannot be a member of a company that is its holding company, and
          (b) any allotment or transfer of shares in a company to its subsidiary is void.
          (2) The exceptions are provided for in–
          (a) section 134 (subsidiary acting as personal representative or trustee), and
          (b) section 137 (subsidiary acting as authorised dealer in securities).

      • Subsidiary Acting As Personal Representative Or Trustee

        • 134. Subsidiary Acting As Personal Representative Or Trustee

          (1) The prohibition in section 133 (prohibition on subsidiary being a member of its holding company) does not apply where the subsidiary is concerned only–
          (a) as personal representative, or
          (b) as trustee,
          unless, in the latter case, the holding company or a subsidiary of it is beneficially interested under the trust.
          (2) For the purpose of ascertaining whether the holding company or a subsidiary is so interested, there shall be disregarded–
          (a) any interest held only by way of security for the purposes of a transaction entered into by the holding company or subsidiary in the ordinary course of a business that includes the lending of money,
          (b) any interest within–
          section 135 (interests to be disregarded: residual interest under pension scheme or employees’ share scheme), or section 136 (interests to be disregarded: employer’s rights of recovery under pension scheme or employees’ share scheme),
          (c) any rights that the company or subsidiary has in its capacity as trustee, including in particular–
          (i) any right to recover its expenses or be remunerated out of the trust property, and
          (ii) any right to be indemnified out of the trust property for any liability incurred by reason of any act or omission in the performance of its duties as trustee.

        • 135. Interests To Be Disregarded: Residual Interest Under Pension Scheme Or Employees’ Share Scheme

          (1) Where shares in a company are held on trust for the purposes of a pension scheme or employees’ share scheme, there shall be disregarded for the purposes of section 134 (subsidiary acting as personal representative or trustee) any residual interest that has not vested in possession.
          (2) A “residual interest” means a right of the company or subsidiary (“the residual beneficiary”) to receive any of the trust property in the event of–
          (a) all the liabilities arising under the scheme having been satisfied or provided for, or
          (b) the residual beneficiary ceasing to participate in the scheme, or
          (c) the trust property at any time exceeding what is necessary for satisfying the liabilities arising or expected to arise under the scheme.
          (3) In subsection (2)–
          (a) the reference to a right includes a right dependent on the exercise of a discretion vested by the scheme in the trustee or another person, and
          (b) the reference to liabilities arising under a scheme includes liabilities that have resulted, or may result, from the exercise of any such discretion.
          (4) For the purposes of this section a residual interest vests in possession–
          (a) in a case within subsection (2)(a), on the occurrence of the event mentioned there (whether or not the amount of the property receivable pursuant to the right is ascertained),
          (b) in a case within subsection (2)(b) or (c), when the residual beneficiary becomes entitled to require the trustee to transfer to him any of the property receivable pursuant to the right.
          (5) In this section “pension scheme” means a scheme for the provision of benefits consisting of or including relevant benefits for or in respect of employees or former employees.
          (6) In subsection (5)–
          (a) “relevant benefits” means any pension, lump sum, gratuity or other like benefit given or to be given on retirement or on death or in anticipation of retirement or, in connection with past service, after retirement or death, and
          (b) “employee” shall be read as if a director of a company were employed by it.

        • 136. Interests To Be Disregarded: Employer’s Rights Of Recovery Under Pension Scheme Or Employees’ Share Scheme

          (1) Where shares in a company are held on trust for the purposes of a pension scheme or employees’ share scheme, there shall be disregarded for the purposes of section 134 (subsidiary acting as personal representative or trustee) any charge or lien on, or set-off against, any benefit or other right or interest under the scheme for the purpose of enabling the employer or former employer of a member of the scheme to obtain the discharge of a monetary obligation due to him from the member.
          (2) In this section “pension scheme” means a scheme for the provision of benefits consisting of or including relevant benefits for or in respect of employees or former employees.
          “Relevant benefits” here means any pension, lump sum, gratuity or other like benefit given or to be given on retirement or on death or in anticipation of retirement or, in connection with past service, after retirement or death.
          (3) In this section “employer” and “employee” shall be read as if a director of a company were employed by it.

        • 137. Subsidiary Acting As Authorised Dealer In Securities

          (1) The prohibition in section 133 (prohibition on subsidiary being a member of its holding company) does not apply where the shares are held by the subsidiary in the ordinary course of its business as an intermediary.
          (2) For this purpose a person is an intermediary if he–
          (a) carries on a bona fide business of dealing in Securities and Derivatives,
          (b) is a member of or has access to a recognised investment exchange, and
          (c) does not carry on an excluded business.
          (3) The following are excluded businesses–
          (a) a business that consists wholly or mainly in the making or managing of investments,
          (b) a business that consists wholly or mainly in, or is carried on wholly or mainly for the purposes of, providing services to persons who are connected with the person carrying on the business,
          (c) a business that consists in insurance business,
          (d) a business that consists in managing or acting as trustee in relation to a pension scheme, or that is carried on by the manager or trustee of such a scheme in connection with or for the purposes of the scheme,
          (e) a business that consists in Managing a Collective Investment Fund, Acting as the Administrator of a Collective Investment Fund or Acting as the Trustee of an Investment Trust, or that is carried on by a person carrying on any of those Regulated Activities in connection with and for the purposes of the relevant Collective Investment Fund.
          (4) For the purposes of this section–
          (a) “insurance business” means business that consists in Effecting Contracts of Insurance or Carrying Out Contracts of Insurance as Principal, and
          (aa) "managing of investments" means the Regulated Activity of Managing Assets.

        • 138. Protection Of Third Parties In Other Cases Where Subsidiary Acting As Dealer In Securities

          (1) This section applies where–
          (a) a subsidiary that is a dealer in securities has purportedly acquired shares in its holding company in contravention of the prohibition in section 133 (prohibition on subsidiary being a member of its holding company), and
          (b) a person acting in good faith has agreed, for value and without notice of the contravention, to acquire shares in the holding company–
          (i) from the subsidiary, or
          (ii) from someone who has purportedly acquired the shares after their disposal by the subsidiary.
          (2) A transfer to that person of the shares mentioned in subsection (1)(a) has the same effect as it would have had if their original acquisition by the subsidiary had not been in contravention of the prohibition.

        • 139. Application Of Provisions To Companies Not Limited By Shares

          In relation to a company other than a company limited by shares, the references in this Chapter to shares shall be read as references to the interest of its members as such, whatever the form of that interest.

        • 140. Application Of Provisions To Nominees

          The provisions of this Chapter apply to a nominee acting on behalf of a subsidiary as to the subsidiary itself.