Part 8

A company's members
CHAPTER 2A

Option to keep information on central register

Right to make an election
128B
1
An election may be made under this section—
a
by the subscribers wishing to form a private company under this Act, or
b
by the private company itself once it is formed and registered.
2
In the latter case, the election is of no effect unless, before it is made—
a
all the members of the company have assented to the making of the election, and
b
any overseas branch registers that the company was keeping under Chapter 3 have been discontinued and all the entries in those registers transferred to the company's register of members in accordance with section 135.
3
An election under this section is made by giving notice of election to the registrar.
4
If the notice is given by subscribers wishing to form a private company—
a
it must be given when the documents required to be delivered under section 9 are delivered to the registrar, and
b
it must be accompanied by a statement containing all the information that—
i
would be required (in the absence of the notice) to be entered in the company's register of members on incorporation of the company, and
ii
is not otherwise included in the documents delivered under section 9.
5
If the notice is given by the company, it must be accompanied by—
a
a statement by the company—
i
that all the members of the company have assented to the making of the election, and
ii
if the company was keeping any overseas branch registers, that all such registers have been discontinued and all the entries in them transferred to the company's register of members in accordance with section 135, and
b
a statement containing all the information that is required to be contained in the company's register of members as at the date of the notice in respect of matters that are current as at that date.
6
The company must where necessary update the statement sent under subsection (5)(b) to ensure that the final version delivered to the registrar contains all the information that is required to be contained in the company's register of members as at the time immediately before the election takes effect (see section 128C) in respect of matters that are current as at that time.
7
The obligation in subsection (6) to update the statement includes an obligation to rectify it (where necessary) in consequence of the company's register of members being rectified (whether before or after the election takes effect).
8
If default is made in complying with subsection (6), an offence is committed by—
a
the company, and
b
every officer of the company who is in default.
For this purpose a shadow director is treated as an officer of the company.
9
A person guilty of an offence under this section is liable on summary conviction to a fine not exceeding level 3 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 3 on the standard scale.
10
A reference in this Chapter to matters that are current as at a given date or time is a reference to—
a
persons who are members of the company as at that date or time, and
b
any other matters that are current as at that date or time.
Pts. 1-39 (except for Pt. 7 and ss. 662-669), 45-47 extended (12.5.2011) by The Companies Act 2006 (Consequential Amendments and Transitional Provisions) Order 2011 (S.I. 2011/1265), art. 5(1), Sch. 1 para. 2
Pts. 1-39 modified (31.12.2020) by Regulation (EC) No. 2157/2001, Art. AAA1(3) (as inserted by The European Public Limited-Liability Company (Amendment etc.) (EU Exit) Regulations 2018 (S.I. 2018/1298), regs. 1, 97 (with regs. 140-145) (as amended by S.I. 2020/523, regs. 1(2), 5(a)-(f)); 2020 c. 1, Sch. 5 para. 1(1))
Pt. 8 Ch. 2A inserted (30.6.2016) by Small Business, Enterprise and Employment Act 2015 (c. 26), s. 164(1), Sch. 5 para. 3; S.I. 2016/321, reg. 6(c)
Pt. 8 Ch. 2A omitted (26.10.2023 but only so far as it confers a power to make regulations or relates to the exercise of the power, otherwise prosp.) by virtue of Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 49(2)(b), 219(1)(2)(b)