Companies Act 2006: access to register of members: ICSA guidance

As reported by PLC and the ICSA the ICSA has published a guidance note on the proper purpose test that should be applied to requests for access to a company's register of members under the Companies Act 2006 (Act).

The note may be downloaded here:

http://www.icsasoftware.com/dl/060607Access-to-the-Register-of-Members.pdf.

The note includes a non-exhaustive list of purposes that ICSA considers proper or improper and the following best practice recommendations for companies:

(1) If an application is made to inspect or copy the register which gives more than one purpose, at least one of which is considered improper, the company should refuse the whole application and refer the matter to the court.

(2) Where a register is provided for analysis for research purposes, the company should impose certain conditions on access, for instance, that no individual personal information is disclosed to a third party and that shareholders should not be contacted directly.

The note also highlights the need for companies to consider shareholders' data protection rights on responding to requests for access: there is a risk that disclosure of a shareholder's personal data for an improper purpose will constitute a breach of the company's duty under the Data Protection Act 1998 to ensure that personal data which it controls is not disclosed unfairly or unlawfully.

In light of the 5 day window for responding to requests for access to the register of members, ICSA recommends that companies develop procedure in readiness for when s116 of the Act will apply to them (that is, after the submission of their first annual return after 30 September 2007).

 

For background on the changes the Act will make to public access to the register of members, see our Press Page where a recent publication may be downloaded and read in full or alternately click here:

http://www.business-lawyers.org/cms/document/Companies_Act_article___final_version.pdf.

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