Companies Act 2006 - Register of members

[karenw80]

I would focus not on litigation but generating support for your point of view through social media, leafletting members etc

That's our preferred option at moment.

A non leagal option is to publicise to other members that their directors have deliberately broken the law and committed an offence for which the club and the individuals can be convicted and fined. I suppose I mean, try to embarrass them into acting properly.

 

[karenw80]

The first point to understand is presumably we are dealing with a social club run by a company limited by guarantee where the M&A dictates the how the company is run. The 700 "members" are presumably only members of the club and not the incorporated company so the register of members is likely to consist of just a few of the original subscribers if they're still alive.

No. Every member is a shareholder.

The company hasn't done anything wrong if it believes that the purpose of the request to see the register is not for a proper purpose.

Have you not read my previous comments? Have you not read the relevant clauses of the Companies Act, several of which I've quoted?

Had you done so you wouldn't have made such an absurd statement. Please forgive the bluntness but this is getting rather frustrating.

118 Register of members: refusal of inspection or default in providing copy
(1) If an inspection required under section 116 (register of members: 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 an order of the court, an offence is committed by—
(a) the company, and
(b) every officer of the company who is in default.

 

[fisicx]

The problem you have is getting enough support to actually achieve anything. The directors will prevaricate and block. They will spend club money on defending their actions. I’ve seen this happen so many times to the extent in one case the club was forced to close because of insolvency.

 

[karenw80]

We're now well aware of these difficulties.

Do you have any alternative suggestion?

 

[fisicx]

We're now well aware of these difficulties.

Do you have any alternative suggestion?

Not without knowing the details. Every case is different. Take up the offer from @The Resolver

 

[karenw80]

We need a lot more detail. Karen - you are welcome to book yourself into a free advice call through the link in my sig below

Appreciate the offer.
As I alluded to you earlier we're going to see where the non-legal route gets us.

I'll report back any developments.

 

[Gyumri]

I suppose as there aren't any shares to speak of if the company is limited by guarantee the purpose of wanting to inspect the register must be to ascertain who are the company's directors. So without knowing more it's back to square 1 or even further back than that if such a square exists.

 

[fisicx]

I suppose as there aren't any shares to speak of if the company is limited by guarantee the purpose of wanting to inspect the register must be to ascertain who are the company's directors. So without knowing more it's back to square 1 or even further back than that if such a square exists.

Your posts are becoming more and more bizarre. You don’t appear to read the posts or have any understanding of uk law.

 

[WaveJumper]

It’s an interesting dilemma our OP is facing in the light of the facts so far, requested access to the register of members, no response so far by organisation as laid out in “law” and when you read up on this there seems to be little room left for action by someone other than as put forward by @The Resolver or seeking costly legal action which our OP has already hinted at.

I would be interested to hear from the maybe @The Resolver on his thoughts of how they might try to hide behind the excuse of GDPR and data protection of its register of members list, I wonder how this would wash with the courts. Re the later I even wonder what the time scales for a court to even look at this would be now with current back log they have.

I also wonder if the club / organisation after seeking their own legal counsel / advice are now running around like headless chicken trying to get all their ducks in a row as regards to having an up to date register to hand and further have suitable practices in place to protect themselves regards collection of members data under the GDPR rules, their own legal council may have pointed out they could have left themselves wide open to problems if this is the case.

Hopefully our OP will update us on how this moves forward and take up the offer of a conversation with @theresolver I wish them the best of luck with what looks like an up hill struggle to get what they desire.

 

[Gyumri]

All company directors are listed and available to see freely at the Companies House website

A company can elect not to keep its register of members public as was pointed out earlier and it seems even the register of directors do not need to be published so it's only free to see at Companies House if a company has not elected to file at Companies House. Presumably in this case the members are not visible at companies house which is why access to the register has been requested. End of story.

[Withdrawn] Company registers

This guidance explains what happens when a private company opts to keep certain statutory register information on the public register.

www.gov.uk

 

[karenw80]

What on earth are you talking about.
All directors of our company are listed on the Companies House website as I stated. I don't need to request access to any register to know who our directors are. We elected them. This thread is not about directors information., its about the Register of members.

Presumably in this case the members are not visible at companies house which is why access to the register has been requested.

You don't have to presume anything.
The register of members is, clearly, not available at Companies House, that's why we applied to be provided with a copy by invoking Cl 116 Rights to inspect and require copies.

 

[karenw80]

I've been contacted by another member with experience of overcoming similar obstructive activity. They explained how they were addressing matters and sent me a lot of useful information.
For example:
@WaveJumper

I would be interested to hear from the maybe @The Resolver on his thoughts of how they might try to hide behind the excuse of GDPR and data protection of its register of members list, I wonder how this would wash with the courts.

Information required to be disclosed by law ...

Information required to be disclosed by law etc or in connection with legal proceedings

5(1)The listed GDPR provisions do not apply to personal data consisting of information that the controller is obliged by an enactment to make available to the public, to the extent that the application of those provisions would prevent the controller from complying with that obligation.

 

[karenw80]

@WaveJumper

I also wonder if the club / organisation after seeking their own legal counsel / advice are now running around like headless chicken trying to get all their ducks in a row as regards to having an up to date register to hand and further have suitable practices in place to protect themselves regards collection of members data under the GDPR rules, their own legal council may have pointed out they could have left themselves wide open to problems if this is the case.

I would hope so. They appear to have already committed a criminal offence in failing to provide the register.
If it turns out that they don't actually have a compliant register that's also a criminal offence.

 

[fisicx]

@karenw80 - what information are you expecting to find in the register? If it’s the contact details of all 700 members then you will be disappointed.

If you want the contact details of the person I’m helping with their legal action against their sports club send me a PM.

 

[karenw80]

I'm expecting to see the information which is required to be in any register of members as set out below, as I've previously pointed out.

113 Register of members
(1) Every company must keep a register of its members.
(2) There must be entered in the register—
(a) the names and addresses of the members,
(b) the date on which each person was registered as a member, and
(c) the date at which any person ceased to be a member.

 

[fisicx]

That’s members of the company (eg directors) not members of the club. You have already said you can get the directors details from CH. what else are you expecting?

 

[karenw80]

I don't understand what you're saying.
Every member is a member of the company otherwise it'd be a pointless excersie invoking Cl 116 to obtain the information in the register of members.

 

[fisicx]

Everything hinges on the type of company. Members of a company are the owners (usually shareholders). It’s possible the members of the club aren’t shareholders in which case they won’t be listed on the company register. Even shareholders don’t have to be listed, it’s optional.

Because we don’t know why you want to see the register or how the company is structured we can’t provide full answers.

Have you been in contact with @The Resolver?

 

[karenw80]

I repeat,
Every member is a member of the company otherwise it'd be a pointless excercise invoking Cl 116 to obtain the information in the register of members.

The common arrangement, if its not a Registered Society under the Co-operative and Community Benefit Societies Act 2014 , then the club is likely run by a company limited by guarantee. Such a company does not have shareholders but members. Members have similar rights as shareholders in a limited liability company.. They are not to be confused with people who take out membership to be able to access the premises and facilities.

This.

 

[Chris Ashdown]

Round and round we go
Why do you need this bloody information
What did the contract state when you joined the club you must have agreed to some terms and conditions

 

[karenw80]

Another one who doesn't "bloody" read the thread before wading in.
Why do you want to know why I need this "bloody" information? It's wholly irrelevant.

 

[fisicx]

Another one who doesn't "bloody" read the thread before wading in.
Why do you want to know why I need this "bloody" information? It's wholly irrelevant.

No, it’s very relevant. Your reasons will dictate the course of action.

But I thought you had decided to canvas support from members to compel the directors to comply?

 

[Chris Ashdown]

I Repeat
What did the contract state when you joined the club you must have agreed to some terms and conditions

 

[karenw80]

why do want to see the register? Do you have a legitimate reason. It’s possible they have not allowed you access because they do not feel your reasons are valid.

The chances of anything happening are virtually zero. You could get sufficient support to call an EGM but even then you may not get what you want as the register could have been withdrawn or amended.

Why do you want to see the register?

Our request for a copy of the Register was submitted in full compliance with Cl 116 which included stating the purpose for which the information was to be used. That purpose, for the time being, will be between us and the company.

If the company viewed our stated purpose for requesting the information was improper they should have applied to the court within five working days. They didn't.

It's not for the company to decide whether or not the stated purpose was a proper purpose its for the court to decide. That is clear.

No, it’s very relevant. Your reasons will dictate the course of action.

But I thought you had decided to canvas support from members to compel the directors to comply?

I've already responded to you asking the reason for requesting the register.
Contrary to your insistence, the reason for requesting the register is irrelevant in respect of the course of action we take to enforce compliance of the law.

No, we haven't decided to canvas support from members to compel the directors to comply. That is one of several available options. Another option is, of course, to commence a private prosecution but that holds financial risk.

Another option, suggested by the UKBF forum member who contacted me privately, is to threaten the board with a private prosecution in conjunction with pointing out that each of the directors has actually commmitted a criminal offence for which they could be prosecuted, convicted and fined. This would be in the form of a solicitor's letter to each of the directors individually.

This last option sounds quite appealing as a next step. Its easy to do and is low cost. Personally speaking if I were an amateur director, as they are, I'd be quite concerned at finding myself in such a position.

 

[karenw80]

I Repeat
What did the contract state when you joined the club you must have agreed to some terms and conditions

I'm unsure as to why you're asking such an open question.
The contract would comprise the Articles of association, which is quite lengthy, covering so many obligations of both the club and the member.
Can you be more specific with your question?

 

[Chris Ashdown]

When you join 99% of clubs as a member they have terms and conditions for being a member printed somewhere

 

[karenw80]

I've been a member for 15 years. Whatever it said on the membership form is long gone from my memory.
In any case, as I said, the terms and conditions (the contract) also comprises the lengthy Articles. Hence your question is far too open.

If you explain why you're asking the question I can be specific in responding.

 

[UKSBD]

I've been a member for 15 years. Whatever it said on the membership form is long gone from my memory.
In any case, as I said, the terms and conditions (the contract) also comprises the lengthy Articles. Hence your question is far too open.

If you explain why you're asking the question I can be specific in responding.

You say you became a member 15 years ago but if you don't know what the terms said how do you know whether you became a member of the club or a member of the company?

 

[karenw80]

Are you kidding me? Do you think i'm some sort of thick, bimbo airhead?
Have you properly read the thread or have you just skim read it as your question clearly implies?
Did you not see my several references to the Articles of Association in the context of a contract?

I'd be happy to point you directly to the post which answers your question but if you can't be bothered to properly read the thread then I can't be bothered to spoon feed you.

Good night.

 

[Gyumri]

Are you kidding me? Do you think i'm some sort of thick, bimbo airhead?

Whether you are such a person is irrelevant to your entitlement if you have any to see the register of members for a proper purpose.
This forum is for legal questions and those who are trying to assist others. It is not a forum as far as I can see for the purpose of ranting for the sake of it.
You have raised fairly common issues and received appropriate responses. If you wish to obtain opinions about your intellectual capacity then you need to post to a different forum.

 

[2020Lawyer2020]

Our local estate for example is a limited company with only two shareholders/directors. They hold 2 shares in trust on behalf of all the many many members of the local residents' association (each house has one membership of that unincorporated association). It makes it easier when people sell a house to do it that way.

It sounds like this one is a social club and a company and perhaps every member has one share.

 

[Gyumri]

That's an interesting structure. How can the two members of the incorporated company possibly represent the interests of hundreds of other members of an unincorporated Association? I suppose it's a bit like a golf club.

 

[2020Lawyer2020]

That's an interesting structure. How can the two members of the incorporated company possibly represent the interests of hundreds of other members of an unincorporated Association? I suppose it's a bit like a golf club.

We are going slightly off topic, but this structure works well. All the big decisions are taken at the annual general meeting of the unicorporated association. The unincorporated association has a set of rules to which all members are subject [ the original poster on this thread by the way who says Articles are a contract is wrong - Articles are not a contract]. The association has a committee voted in under its rules who decide all the matters and they are directors of the limited company which owns the land - the roads etc (not the houses as they are freehold). The committee can have up to about 9 or 10 members. The numbers of houses is just under 100 so not that many interests to represent.

Having the two shareholders holding the shares on trust for the unincorporated association just makes it easier when a house is sold - no shares change hands. Actually there is a new register of trusts HMRC is about to run which might require registration although that would be easy and there is nothing to hide on this - the register at Companies House already discloses the limited company is controlled by the unincoporated association which is its PSC.

 

[Gyumri]

Thanks for that information.