The Companies Act 2006 gives anyone a right to inspect and require copies of a company's register of members, but the recent High Court decision in BCNO Ltd v Cooke shines the spotlight on the validity of the access request. If valid, the right can only be challenged if it is not for a proper purpose. The Chartered Governance Institute has issued updated guidance on what 'proper purpose' means and how companies should handle requests.

A request to access the register of members is not an uncommon experience and the timelines for responding are very tight. A company must respond promptly or challenge invalid requests within the statutory deadlines, but many companies are unprepared. In this article, we give some practical takeaways.

A valid request

Section 116 of the CA 2006 gives 'any person' the right to inspect or require copies of a company's register of members, so a request may come from a shareholder, a creditor, or someone with no connection to the company. 

To be valid, the request to inspect or obtain copies of the register must meet the statutory requirements and include specific information, including:

• the requestor's name and address;
• the purpose for which the information will be used; and
• whether the information will be disclosed to any other person and, if so, the third party's name and address and the purpose for which that person will use the information.

Responding to a request

The first step is to assess whether the request complies with the requirements of section 116. If it does, the request is valid and the company has five working days to either comply with it or apply to the court under section 117 for an order that the request need not be complied with. It is not open to the company to simply ignore or decline a valid request.

Section 117 enables the company to apply to court if it believes the request is not for a 'proper purpose'. It is an offence to refuse an inspection or fail to provide a copy of the register without an order of the court and both the company and every officer in default are liable to a fine and a daily default fine for continued contravention.

BCNO Ltd v Cooke: when a request isn't really a request

The recent decision in BCNO Ltd v Cooke [2026] EWHC 1263 (Ch) is a useful reminder that a company's obligations to respond to a request made under section 116 are only triggered by a valid request and that the court's jurisdiction under section 117 depends on that same validity.

In BCNO Ltd v Cooke, the request was invalid because it omitted information required by section 116. As there was no valid request, the company was not under a time-limited obligation to respond because the statutory clock never started running and the court's jurisdiction under section 117 was not engaged.

Application to court: the 'proper purpose test' & the CGI guidance

Where a request is valid and complies with the information requirements in section 116 but the company does not believe there is a proper purpose, it can apply to court for a direction to not comply.

There is no statutory definition on what constitutes a 'proper purpose', which is why the CGI's recently updated note on the proper purpose test is helpful guidance. The guidance sets out relevant case law principles and lists some practical examples that can assist companies to assess whether a request has a proper purpose. 

Some of the key case-law principles on determining a 'proper purpose' include the following:

• The onus is on the company in receipt of the request to demonstrate to the court that a purpose is not proper on the balance of probabilities.
• There is a strong presumption in favour of providing access to companies' registers.
• A court will objectively assess the requesting party's purpose based on evidence presented to court.
• The purpose of the request is normally found in the request itself, but a court will not be restricted to considering only the disclosed purpose; it may consider the range of evidence presented to it and assess the broader context and all circumstances of the case. This could include recent and historical conduct of the parties and the number of access requests made.

Practical takeaways

Check validity first: Before worrying about whether the purpose is proper, check if the request is valid. If it is not valid, the company's obligations to respond aren't triggered and neither is the court's jurisdiction.

Don't delay, decline or ignore a valid request: If the request ticks all the boxes, the five-working-day clock starts immediately. You either comply or apply to court – there's no mechanism to otherwise delay, decline or ignore a valid request.

Assess the purpose carefully: Consider whether the stated purpose tallies with what would normally be a proper purpose, with reference to the CGI guidance. If it looks like an unlawful, commercial or personal motivation, that's a red flag. However, always bear in mind that the onus to prove an improper purpose is on the company and there will always be a strong presumption in favour of providing access, particularly if the request comes from a member of the company.

Evidence, evidence, evidence: If the company decides to apply to court within the five working days, the court will assess the case objectively based on the evidence presented to it. Companies should only apply to court if they believe they have a strong case.

Apply to court promptly if needed: If a company receives a valid request and it believes the purpose is improper, it shouldn't hesitate. It has only five working days from receipt to either respond or apply to court, and there's no ability to request an extension or postpone the response. Missing the deadline means the company and all officers in default commit an offence and are liable to fines. If an application to court is envisaged, prompt action is essential to engage advisers and gather evidence in time to meet the five working-day application deadline.

For advice on any of these matters or handling a specific request, get in touch with our Corporate team.