Economic Crime and Corporate Transparency Act 2023

48 Register of members: protecting information

(1) The Companies Act 2006 is amended as follows.

(2) In section 114 (register to be kept available for inspection), in subsection (1), after paragraph (b) insert—

“This is subject to any restriction imposed by regulations under section 120A (protected material).”

(3) In section 115 (index of members), after subsection (4) insert—

“(4A) Subsection (4) is subject to any restriction imposed by regulations under section 120A (protected material).”

(4) In section 116 (rights to inspect and require copies), after subsection (2) insert—

“(2A) Subsections (1) and (2) are subject to any restriction imposed by regulations under section 120A (protected material).”

(5) In section 120 (information as to state of register and index), after subsection (2) insert—

“(2A) Subsections (1) and (2) do not apply to an alteration that relates to information that the company is required to refrain from disclosing by virtue of regulations under section 120A (protected material).”

(6) After section 120 of the Companies Act 2006 insert—

“120A Power to make regulations protecting material

(1) The Secretary of State may by regulations—

(a) require a company to refrain from using, or refrain from disclosing, individual membership information except in circumstances specified in the regulations;

(b) confer power on the registrar, on application, to make an order requiring a company to refrain from using, or refrain from disclosing, individual membership information except in circumstances specified in the regulations.

(2) “Individual membership information” means information that—

(a) relates to an individual who is a member or former member of the company, and

(b) is required to be entered in the company’s register of members or index of members’ names.

(3) Regulations under subsection (1)(b) may make provision as to—

(a) who may make an application;

(b) the grounds on which an application may be made;

(c) the information to be included in and documents to accompany an application;

(d) how an application is to be determined;

(e) the notice to be given of an application and its outcome;

(f) the duration of and procedures for revoking the restrictions on use and disclosure.

(4) Provision under subsection (3) may in particular—

(a) confer a discretion on the registrar;

(b) provide for a question to be referred to a person other than the registrar for the purposes of determining the application or revoking the restrictions.

(5) Regulations under this section are subject to affirmative resolution procedure.

(6) Nothing in this section or in regulations made under it affects the use or disclosure of information about a person in any other capacity (for example, the use or disclosure of information about a person in that person’s capacity as an officer of the company).

120B Offence of failing to comply with regulations under section 120A

(1) If a company contravenes a restriction on the use or disclosure of information imposed by virtue of regulations under section 120A, 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—

(a) in England and Wales, to a fine;

(b) in Scotland or Northern Ireland, to a fine not exceeding level 5 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 5 on the standard scale.”

(7) In section 1087 (material not available for public inspection), in subsection (1), after paragraph (a) insert—

“(aa) any application or other document delivered to the registrar under regulations under section 120A (protection of individual membership information);”.