C1Part 22Information about interests in a company's shares
Introductory
I1791Companies to which this Part applies
This Part applies only to public companies.
I2792Shares to which this Part applies
1
References in this Part to a company's shares are to the company's issued shares of a class carrying rights to vote in all circumstances at general meetings of the company (including any shares held as treasury shares).
2
The temporary suspension of voting rights in respect of any shares does not affect the application of this Part in relation to interests in those or any other shares.
Power of members to require company to act
I13803Power of members to require company to act
1
The members of a company may require it to exercise its powers under section 793 (notice requiring information about interests in shares).
2
A company is required to do so once it has received requests (to the same effect) from members of the company holding at least 10% of such of the paid-up capital of the company as carries a right to vote at general meetings of the company (excluding any voting rights attached to any shares in the company held as treasury shares).
3
A request—
a
may be in hard copy form or in electronic form,
b
must—
i
state that the company is requested to exercise its powers under section 793,
ii
specify the manner in which the company is requested to act, and
iii
give reasonable grounds for requiring the company to exercise those powers in the manner specified, and
c
must be authenticated by the person or persons making it.
I14804Duty of company to comply with requirement
1
A company that is required under section 803 to exercise its powers under section 793 (notice requiring information about interests in company's shares) must exercise those powers in the manner specified in the requests.
2
If default is made in complying with subsection (1) an offence is committed by every officer of the company who is in default.
3
A person guilty of an offence under this section is liable—
a
on conviction on indictment, to a fine;
b
on summary conviction, to a fine not exceeding the statutory maximum.
I15C2805Report to members on outcome of investigation
1
On the conclusion of an investigation carried out by a company in pursuance of a requirement under section 803 the company must cause a report of the information received in pursuance of the investigation to be prepared.
The report must be made available for inspection within a reasonable period (not more than 15 days) after the conclusion of the investigation.
2
Where—
a
a company undertakes an investigation in pursuance of a requirement under section 803, and
b
the investigation is not concluded within three months after the date on which the company became subject to the requirement,
the company must cause to be prepared in respect of that period, and in respect of each succeeding period of three months ending before the conclusion of the investigation, an interim report of the information received during that period in pursuance of the investigation.
3
Each such report must be made available for inspection within a reasonable period (not more than 15 days) after the end of the period to which it relates.
4
The reports must be retained by the company for at least six years from the date on which they are first made available for inspection and must be kept available for inspection during that time—
a
at the company's registered office, or
b
at a place specified in regulations under section 1136.
5
The company must give notice to the registrar—
a
of the place at which the reports are kept available for inspection, and
b
of any change in that place,
unless they have at all times been kept at the company's registered office.
6
The company must within three days of making any report prepared under this section available for inspection, notify the members who made the requests under section 803 where the report is so available.
7
For the purposes of this section an investigation carried out by a company in pursuance of a requirement under section 803 is concluded when—
a
the company has made all such inquiries as are necessary or expedient for the purposes of the requirement, and
b
in the case of each such inquiry—
i
a response has been received by the company, or
ii
the time allowed for a response has elapsed.
I16806Report to members: offences
1
If default is made for 14 days in complying with section 805(5) (notice to registrar of place at which reports made available for inspection) an offence is committed by—
a
the company, and
b
every officer of the company who is in default.
2
A person guilty of an offence under subsection (1) is liable on summary conviction to a fine not exceeding level 3 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 3 on the standard scale.
3
If default is made in complying with any other provision of section 805 (report to members on outcome of investigation), an offence is committed by every officer of the company who is in default.
4
A person guilty of an offence under subsection (3) is liable—
a
on conviction on indictment, to a fine;
b
on summary conviction, to a fine not exceeding the statutory maximum.
I17807Right to inspect and request copy of reports
1
Any report prepared under section 805 must be open to inspection by any person without charge.
2
Any person is entitled, on request and on payment of such fee as may be prescribed, to be provided with a copy of any such report or any part of it.
The copy must be provided within ten days after the request is received by the company.
3
If an inspection required under subsection (1) is refused, or default is made in complying with subsection (2), an offence is committed by—
a
the company, and
b
every officer of the company who is in default.
4
A person guilty of an offence under this section is liable on summary conviction to a fine not exceeding level 3 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 3 on the standard scale.
5
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 requiring it.
Register of interests disclosed
I18808Register of interests disclosed
1
The company must keep a register of information received by it in pursuance of a requirement imposed under section 793 (notice requiring information about interests in company's shares).
2
A company which receives any such information must, within three days of the receipt, enter in the register—
a
the fact that the requirement was imposed and the date on which it was imposed, and
b
the information received in pursuance of the requirement.
3
The information must be entered against the name of the present holder of the shares in question or, if there is no present holder or the present holder is not known, against the name of the person holding the interest.
4
The register must be made up so that the entries against the names entered in it appear in chronological order.
5
If default is made in complying with this section an offence is committed by—
a
the company, and
b
every officer of the company who is in default.
6
A person guilty of an offence under this section is liable on summary conviction to a fine not exceeding level 3 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 3 on the standard scale.
7
The company is not by virtue of anything done for the purposes of this section affected with notice of, or put upon inquiry as to, the rights of any person in relation to any shares.
I19C3809Register to be kept available for inspection
1
The register kept under section 808 (register of interests disclosed) must be kept available for inspection—
a
at the company's registered office, or
b
at a place specified in regulations under section 1136.
2
A company must give notice to the registrar of companies of the place where the register 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 been kept available for inspection at the company's registered office.
4
If default is made in complying with subsection (1), or a company makes default for 14 days in complying with subsection (2), an offence is committed by—
a
the company, and
b
every officer of the company who is in default.
5
A person guilty of an offence under this section is liable on summary conviction to a fine not exceeding level 3 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 3 on the standard scale.
I20810Associated index
1
Unless the register kept under section 808 (register of interests disclosed) is kept in such a form as itself to constitute an index, the company must keep an index of the names entered in it.
2
The company must make any necessary entry or alteration in the index within ten days after the date on which any entry or alteration is made in the register.
3
The index must contain, in respect of each name, a sufficient indication to enable the information entered against it to be readily found.
4
The index must be at all times kept available for inspection at the same place as the register.
5
If default is made in complying with this section, an offence is committed by—
a
the company, and
b
every officer of the company who is in default.
6
A person guilty of an offence under this section is liable on summary conviction to a fine not exceeding level 3 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 3 on the standard scale.
I21811Rights to inspect and require copy of entries
1
The register required to be kept under section 808 (register of interests disclosed), and any associated index, must be open to inspection by any person without charge.
2
Any person is entitled, on request and on payment of such fee as may be prescribed, to be provided with a copy of any entry in the register.
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.
812Court supervision of purpose for which rights may be exercised
1
Where a company receives a request under section 811 (register of interests disclosed: right to inspect and require copy), it must—
a
comply with the request if it is satisfied that it is made for a proper purpose, and
b
refuse the request if it is not so satisfied.
2
If the company refuses the request, it must inform the person making the request, stating the reason why it is not satisfied.
3
A person whose request is refused may apply to the court.
4
If an application is made to the court—
a
the person who made the request must notify the company, and
b
the company must use its best endeavours to notify any persons whose details would be disclosed if the company were required to comply with the request.
5
If the court is not satisfied that the inspection or copy is sought for a proper purpose, it shall direct the company not to comply with the request.
6
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.
7
If 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.
I36813Register of interests disclosed: refusal of inspection or default in providing copy
1
If an inspection required under section 811 (register of interests disclosed: right to inspect and require copy) is refused or default is made in providing a copy required under that section, otherwise than in accordance with F1section 812, an offence is committed by—
a
the company, and
b
every officer of the company who is in default.
2
A person guilty of an offence under this section is liable on summary conviction to a fine not exceeding level 3 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 3 on the standard scale.
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.
814Register of interests disclosed: offences in connection with request for or disclosure of information
1
It is an offence for a person knowingly or recklessly to make in a request under section 811 (register of interests disclosed: right to inspect or require copy) a statement that is misleading, false or deceptive in a material particular.
2
It is an offence 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 guilty of an offence under this section is liable—
a
on conviction on indictment, to imprisonment for a term not exceeding two years or a fine (or both);
b
on summary conviction—
i
in England and Wales, to imprisonment for a term not exceeding twelve months or to a fine not exceeding the statutory maximum (or both);
ii
in Scotland or Northern Ireland, to imprisonment for a term not exceeding six months, or to a fine not exceeding the statutory maximum (or both).
I22815Entries not to be removed from register
1
Entries in the register kept under section 808 (register of interests disclosed) must not be deleted except in accordance with—
section 816 (old entries), or
section 817 (incorrect entry relating to third party).
2
If an entry is deleted in contravention of subsection (1), the company must restore it as soon as reasonably practicable.
3
If default is made in complying with subsection (1) or (2), an offence is committed by—
a
the company, and
b
every officer of the company who is in default.
4
A person guilty of an offence under this section is liable on summary conviction to a fine not exceeding level 3 on the standard scale and, for continued contravention of subsection (2), a daily default fine not exceeding one-tenth of level 3 on the standard scale.
I23816Removal of entries from register: old entries
A company may remove an entry from the register kept under section 808 (register of interests disclosed) if more than six years have elapsed since the entry was made.
I24817Removal of entries from register: incorrect entry relating to third party
1
This section applies where in pursuance of an obligation imposed by a notice under section 793 (notice requiring information about interests in company's shares) a person gives to a company the name and address of another person as being interested in shares in the company.
2
That other person may apply to the company for the removal of the entry from the register.
3
If the company is satisfied that the information in pursuance of which the entry was made is incorrect, it shall remove the entry.
4
If an application under subsection (3) is refused, the applicant may apply to the court for an order directing the company to remove the entry in question from the register.
The court may make such an order if it thinks fit.
I25818Adjustment of entry relating to share acquisition agreement
1
If a person who is identified in the register kept by a company under section 808 (register of interests disclosed) as being a party to an agreement to which section 824 applies (certain share acquisition agreements) ceases to be a party to the agreement, he may apply to the company for the inclusion of that information in the register.
2
If the company is satisfied that he has ceased to be a party to the agreement, it shall record that information (if not already recorded) in every place where his name appears in the register as a party to the agreement.
3
If an application under this section is refused (otherwise than on the ground that the information has already been recorded), the applicant may apply to the court for an order directing the company to include the information in question in the register.
The court may make such an order if it thinks fit.
I26819Duty of company ceasing to be public company
1
If a company ceases to be a public company, it must continue to keep any register kept under section 808 (register of interests disclosed), and any associated index, until the end of the period of six years after it ceased to be such a company.
2
If default is made in complying with this section, an offence is committed by—
a
the company, and
b
every officer of the company who is in default.
3
A person guilty of an offence under this section is liable on summary conviction to a fine not exceeding level 3 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 3 on the standard scale.
Other supplementary provisions
I33826Information protected from wider disclosure
1
Information in respect of which a company is for the time being entitled to any exemption conferred by regulations under section 409(3) (information about related undertakings to be given in notes to accounts: exemption where disclosure harmful to company's business)—
a
must not be included in a report under section 805 (report to members on outcome of investigation), and
b
must not be made available under section 811 (right to inspect and request copy of entries).
2
Where any such information is omitted from a report under section 805, that fact must be stated in the report.
I34827Reckoning of periods for fulfilling obligations
Where the period allowed by any provision of this Part for fulfilling an obligation is expressed as a number of days, any day that is not a working day shall be disregarded in reckoning that period.
I35828Power to make further provision by regulations
1
The Secretary of State may by regulations amend—
a
the definition of shares to which this Part applies (section 792),
b
the provisions as to notice by a company requiring information about interests in its shares (section 793), and
c
the provisions as to what is taken to be an interest in shares (sections 820 and 821).
2
The regulations may amend, repeal or replace those provisions and make such other consequential amendments or repeals of provisions of this Part as appear to the Secretary of State to be appropriate.
3
Regulations under this section are subject to affirmative resolution procedure.
Pts. 1-39 (except for Pt. 7 and ss. 662-669), 45-47 extended (12.5.2011) by The Companies Act 2006 (Consequential Amendments and Transitional Provisions) Order 2011 (S.I. 2011/1265), art. 5(1), Sch. 1 para. 2