- 1 June 2026
Prior to the introduction of the Companies Act 2006 (the "Act") the register of members of a company was a public register, open to inspection and copying by any member and any other person. In recognition of the need to protect shareholders from being contacted for an improper purpose, the Act made access to a company’s register of members subject to a ‘proper purpose’ test, although this was not defined.
The relevant legislation came into force on 1 October 2007 and the Institute – then ICSA - produced a guidance note to provide an industry view on, and examples of, what should constitute a proper purpose and what is likely to be an improper purpose. This guidance has been regularly updated over the years to reflect developments in good practice and, more importantly, developments in precedent as set by various Courts. It continues to be referenced in Court.
This new 2026 version of the Guidance Note takes into account the decisions of the High Court and the Court of Appeal in the cases Burry & Knight Limited & anr v Martin John Murless Knight [2014] EWCA Civ 604 ("Burry & Knight"), Richard Charles Fox-Davies v Burberry Plc [2017] EWCA Civ 1129 ("Burberry"), Houldsworth Village Management Company Limited v Keith Barton [2020] EWCA Civ 980 ("Houldsworth"), Sir Henry Royce Memorial Foundation v Mark Gregory Hardy [2021] EWHC 714 (Ch) ("Sir Henry Royce"), Exeter Golf and Country Club Ltd v Jackson [2023] EWHC 198 (Ch) ("Exeter Golf") and Aviva plc v Litani LLC [2025] EWHC 3134 (Ch) ("Aviva").
The Institute wishes to thank Gareth Sykes, Isobel Hoyle and Caroline Hagg, Herbert Smith Freehills Kramer LLP; James Ferguson and Callum Leeson, Pinsent Masons LLP; and members of the CGI Registrars Group for their assistance in revising this Guidance Note.