The Companies (Inspection and Copying of Registers, Indices and Documents) Regulations 1991

Made: 2nd September 1991

Laid before Parliament: 10th September 1991

Coming into force: 1st November 1991

The Secretary of State, in exercise of the powers conferred on him by section 723A of the Companies Act 1985[^f00001], the provisions of the Companies Act 1985 listed in Schedule 1 to these Regulations and of all other powers enabling him in that behalf, hereby makes the following Regulations:

Citation and commencement

1

These Regulations may be cited as the Companies (Inspection and Copying of Registers, Indices and Documents) Regulations 1991 and shall come into force on 1st November 1991.

Interpretation

2

In these Regulations:

• “the Act” means the Companies Act 1985;

• “business day” means, in relation to a company subject to any provision of these Regulations, any day except a Saturday or Sunday, Christmas Day, Good Friday and any other day which is a bank holiday in the part of Great Britain where that company is registered (or in the case of a company that is a body corporate to which section 723A of the Act is applied by section 718 thereof, the part of Great Britain where its principal office was situated on 5th January 1976 or if it was incorporated after that date, the part of Great Britain where its principal office was situated immediately after incorporation); and

• “company” includes a body corporate to which section 723A of the Act is applied by any enactment[^f00002].

Inspection

3

• (1) This Regulation applies to an obligation to make a register, index or document available for inspection imposed on a company by sections 169(5) (contract for purchase by company of its own shares), 175(6) (statutory declaration and auditors' report relating to payment out of capital), 191(1) (register of debenture holders), 219(1) (register of interests in shares & c), 288(3) (register of directors and secretaries), 318(7) (directors' service contracts), 356(1) (register and index of members) and 383(1) (minute books) of the Act, as well as to section 325 of, and paragraph 25 of Part IV of Schedule 13 to, the Act (register of directors' interests).

• (2) The company shall:

• (a) make the register, index or document available for such inspection for not less than two hours during the period between 9 a.m. and 5 p.m. on each business day; and

• (b) permit a person inspecting the register, index or document to copy any information made available for inspection by means of the taking of notes or the transcription of the information.

• (3) Paragraph (2)(b) shall not be construed as obliging a company to provide any facilities additional to those provided for the purposes of facilitating inspection.

Registers of members and debenture holders: presentation and extraction of entries

4

• (1) This Regulation applies to a company’s register of members maintained under section 352 of the Act, to an index of the names of the company’s members maintained under section 354 thereof and to a register of debenture holders maintained under section 190 thereof.

• (2) A company is not obliged:

• (a) by virtue of section 356(1) of the Act to present for inspection its register of members or an index of members' names; or

• (b) by virtue of section 191(1) of the Act to present for inspection a register of debenture holders maintained by it,

in a manner which groups together entries by reference to whether a member or (as the case may be) a debenture holder has given an address in a particular geographical location, is of a particular nationality, has a holding of a certain size, is a natural person or not or is of a particular gender.

• (3) Nor is a company obliged:

• (a) by virtue of section 356(3) of the Act, in providing a copy of a part of its register of members; or

• (b) by virtue of section 191(2) of the Act, in providing a copy of a part of a register of debenture holders,

to extract entries from the register by reference to whether a member or (as the case may be) a debenture holder has given an address in a particular geographical location, is of a particular nationality, has a holding of a certain size, is a natural person or not or is of a particular gender.

Fees

5

Schedule 2 to these Regulations prescribes the fees payable for the purposes of the provisions of the Act listed therein.

SCHEDULE 1

Sections 191(1), 191(2), 191(3), 219(2), 288(3), 325(5) (together with paragraphs 25 and 26(1) of Part IV of Schedule 13), 356(1), 356(3) and 383(3)[^f00003].

SCHEDULE 2

Fees in respect of inspections of registers by non-members

1

The fee prescribed for the purposes of the following provisions of the Act:

• (a) section 191(1) (Fee for inspection of register of debenture holders);

• (b) section 288(3) (Fee for inspection of register of directors and secretaries);

• (c) section 325(5) and paragraph 25 of Part IV of Schedule 13 (Fee for inspection of register of directors' interests in shares or debentures); and

• (d) section 356(1) (Fee for inspection of register of members and index);

is £2.50 for each hour or part thereof during which the right of inspection is exercised.

Fees for provision of copies and entries in registers and copies of reports

2

The fee prescribed for the purposes of the following provisions of the Act:

• (a) section 191(2) (Fee for copies of entries in the register of debentures);

• (b) section 219(2) (Fees for copies of entries in the register of interests in shares or copies of reports or part of reports made pursuant to section 215(7));

• (c) section 325(5) and paragraph 26(1) of Part IV of Schedule 13 (Fee for copies of entries in the register of directors' interests in shares or debentures); and

• (d) section 356(3) (Fee for copies of entries in the register of members);

is:

Fees for copies of other documents

3

The fee prescribed for the purposes of the following provisions of the Act—

• (a) section 191(3) (Fee for copies of trust deeds); and

• (b) section 383(3) (Fee for copies of minutes)

is 10 pence per hundred words, or part thereof, copied.

Signed

John Redwood — Minister for Corporate Affairs, — Department of Trade and Industry — 2nd September 1991

Explanatory note

(This note is not part of the Regulations)

These Regulations set out certain obligations of companies in relation to the inspection any copying of their records by members and non-members. They set out the circumstances in which companies are not obliged to provide copies of entries on the various registers and prescribe the fees that they may charge for the provision of copies of entries on registers and for copies of other documents.

Section 723A(6) of the Companies Act 1985 (as inserted by section 143(1) of the Companies Act 1989) provides that companies can provide more extensive facilities than they are obliged to provide under these Regulations or charge fees that are less than those prescribed under these Regulations.

Footnotes

[^f00001]: 1985 c. 6, as inserted by section 143 of the Companies Act 1989 (c. 40).

[^f00002]: Section 723A is applied to companies registered under section 680 of the Act by section 689 of, and Schedule 21 to, the Act and to certain unregistered companies by the provisions of section 718 of, and Schedule 22 to, the Act.

[^f00003]: All as amended by section 143 of the Companies Act 1989.