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Court confirms it has power to order the creation of a register of members where none previously existed
The High Court has confirmed that the court has power under section 125 of the Companies Act 2006 to order the creation of a company’s register of members in circumstances where the company never compiled one in the first place.
What happened?
Palmer and anor v P1 Pit Stop Ltd and ors [2026] EWHC 1924 (Ch) concerned a company incorporated by three individuals.
In short, in breach of section 113 of the Companies Act 2006, the company never compiled a register of members showing its shareholders, the number of shares held by each of them and the amount paid up on those shares. Over time, the company filed various documents, including confirmation statements and accounts, at Companies House, which showed conflicting figures for its share capital.
A dispute arose over the correct figures. In short, one of the shareholders applied to court for an order under section 125 to order the constitution of a new register of members for the company.
Previous judgments had already confirmed that the court has power under section 125 to order the creation of a new register of members where the previous register has been lost or destroyed. However, the court had not previously considered whether it could do so where no register of members has ever been created in the first place.
The court had no hesitation, however, in concluding that it had the power to do so. In both cases, what the court would be doing “is materially the same: a register is created where there was previously no register”, and “it does not … [make] any difference whether there has ever been a register in the past”.
What does this mean for me?
The decision is not surprising. The court has previously held that its power under section 125 is broad, and changes made to that section by the Economic Crime and Corporate Transparency Act 2023 have, if anything, served only to expand that power further.
The judgment also emphasises that, where there are significant disputes over a company’s membership – whether who holds title to shares, how many shares are held by whom, or how much is paid up on shares - it is highly advisable to apply to court for an order confirming the status.
Unfortunately, the case does not clarify the circumstances in which a company may rectify its register of members without applying to court.
Case law has not definitively established whether or when this is possible, although judges have previously remarked that, in certain circumstances (such as where all relevant parties agree), there may be no need to apply to court. This is important, as court proceedings can be time-consuming and expensive and advertise any disputes within a company to the general public.
Until the question comes to the courts, companies and their directors and shareholders will continue to need to approach the question on a case-by-case basis, remaining sensitive to any disagreements between shareholders and the potential for any ensuing litigation.
Court examines when confidential information is in the “public domain”
The Court of Appeal has examined whether information was in the “public domain” for the purposes of a non-disclosure agreement (NDA) and, therefore, not “confidential information”.
Illiquidx Ltd v Altana Wealth and ors [2026] EWCA Civ 874 concerned an NDA entered into in connection with a joint venture.
One of the joint venture partners alleged that, in breach of the NDA, the two other partners had utilised its confidential information to launch a competing venture.
The NDA prohibited the use of confidential information, but this did not apply to information in the “public domain”. The other partners argued the phrase “public domain” was broad, encompassing only information generally accessible to the public, but also any information available from a third party without breaching a duty of confidence.
The court disagreed, finding that the term “public domain” has a specific meaning when referring to confidential information, embracing only information that is generally accessible to the public at large.
Other items
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FCA to require declarations of inside information with submissions. The Financial Conduct Authority (FCA) has announced that, from 21 September 2026, when a document is submitted in connection with a listing (such as a prospectus or a circular), the submitter will need to declare (using a prescribed form) whether the document contains any inside information.
Access the FCA’s guidance on submitting a prospectus or circular
Access the FCA’s new form for declaring inside information on submission
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Companies House publishes guidance on test for becoming an ACSP. Companies House has published new guidance on the criteria it will consider when deciding whether someone is a “fit and proper person” to carry out the functions of an authorised corporate service provider (ACSP). From a date to be confirmed (but no earlier than November 2027), an organisation that files documents at Companies House on behalf of others will need to become an ACSP. It is possible to apply now to become an ACSP, but ACSP status is available only to certain regulated professions, provided the applicant is a “fit and proper person”.
Access Companies House’s guidance on the fit and proper criteria for ACSPs
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