Register of Members of a Company Limited by Guarantee

❗ IN LIGHT OF THE ECONOMIC CRIME & CORPORATE TRANSPARENCY ACT 2023, THIS TEMPLATE IS CURRENTLY UNDER REVIEW.

This Register of Members (Company Limited by Guarantee) is designed for use by any company formed as a company limited by guarantee. If the company is a charity, the charity version of this register should be used instead.

All companies limited by guarantee (as well as other types of company) are required to keep a register of members under the Companies Act 2006.

What this register must state

• the names and addresses of the members;
• the date on which each person was registered as a member; and
• the date at which any person ceased to be a member.

Where the register is kept and inspection rights

The register must be kept available for inspection at the company’s registered office unless the company has registered a Single Alternative Inspection Location (SAIL) with the registrar.

Members may inspect the register free of charge and all other persons must pay the prescribed fee. The register must be available for inspection for a minimum two hour period between 9am and 5pm on each working day.

Requests for inspection or copies

The Companies Act 2006 requires a person seeking to inspect, or to be provided with a copy of, the register of members to provide:

• their name and address;
• the purpose for which the information will be used; and
• where access is sought on behalf of a third party, similar information for that third party.

Company response and court application

The company has a 5-day period within which either to comply with the request to inspect/provide a copy of the register, or to apply to the court for relief from the obligation if the company thinks the request has been made for an improper purpose.

If the court is satisfied that access to the register is not sought for a proper purpose, it will relieve the company of the obligation to fulfil the request and may require the person who made the request to pay the company’s costs. The court may also require the company not to comply with other requests made for similar purposes.

If the court does not make an order, or the proceedings are discontinued, the company must immediately comply with the request.

Offences and misuse of information

Refusal to permit inspection is an offence for which every company officer in default can be liable. This does not apply if the court has directed that the company need not comply with the request.

There are two offences in connection with requests for access to the register:

• it is an offence knowingly or recklessly to make a statement that is misleading, false or deceptive in connection with the information required in a request for access; and
• it is an offence to disclose information from a company’s register of members to another person if the discloser knows or suspects that the other person may use the information for a purpose that is not a proper purpose.

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