Access to a Company’s Register of Members: Key Takeaways from the Updated CGI Guidance

Under sections 116 to 119 of the CA 2006, any person has the right to request access to, or a copy of, a company’s register of members.  However, such request must include certain information, including “a proper purpose” for which the information will be used.  The CA 2006 does not define “proper purpose” and so its meaning has been developed by the courts.

Practical Guidance for Companies

The guidance provided by CGI builds on the decisions of the High Court and Court of Appeal in numerous cases (including the recent case of Aviva plc v Litani LLC [2025] EWHC 3134 (Ch)) and is intended to assist companies in assessing whether a purpose set out in a section 116 request is “proper”. 

When a valid request is received, a company must act within 5 business days and must either comply with the request or apply to the court for a direction that the request is not made with a proper purpose.  Failure to comply can result in criminal liability for the company and its directors.  With such a tight timeline, it is important that companies have internal systems in place to assess any such requests promptly and accurately.

The updated guidance offers a few practical recommendations for companies dealing with section 116 requests:

• Assess the scope of the request: Where information relating to one or a limited number of shareholders would be sufficient, the company should limit access to that information only.

• Impose appropriate safeguards: If the register is provided for research or similar purposes, companies can impose conditions such as prohibiting direct contact with shareholders or onward disclosure of personal data.

• Seek clarification where needed: If there is uncertainty around the stated purpose, companies should make further enquiries and seek assurances from the requesting party (including in relation to data protection compliance).

• Maintain a clear audit trail: Proper record-keeping is essential, particularly if a decision is later challenged.

Access to the register of members can raise sensitive issues, particularly where requests are made for commercial or strategic purposes and the guidance is a helpful reminder to ensure that companies are aware of both their obligations and the tools available to manage potentially contentious requests.

The updated CGI guidance provides a reminder that requests to access a company’s register of members should not be treated as a routine administrative exercise and instead, requires careful consideration, particularly considering the “proper purpose” requirement and the sensitive nature of shareholder information.

If you receive a request to access your register of members or would like to review your internal procedures, the Corporate team at Forbes Solicitors can help provide clear, practical advice tailored to your business.