Article / 7 Jul 2026
In this month’s update we:
In BCNO Ltd v Cooke [2026] EWHC 1263 (Ch), the High Court dismissed a company’s application for a “no-access” order under section 117 of the Companies Act 2006 (CA 2006). The Court held that as the defendant’s underlying request to access information on the company's register of members failed to meet the statutory requirements, it was invalid and did not constitute a “request under section 116”. This meant that the company had no obligation to comply with or challenge the request and the Court lacked the jurisdiction to make any orders protecting the company from this or future requests.
Under section 116 CA 2006, any person may request to inspect, or receive a copy, of a company’s register of members. However, section 116(4) stipulates that any such request must contain specified information, including:
On receipt of a request, a company has five working days to either comply with it or apply to the court on the basis that the request is not for a “proper purpose” (under section 117 CA 2006). Failure to respond to a valid request within the specified timeframe, and without a court order, is a criminal offence.
The claimant, BCNO Limited (the Company), operates osteopathic colleges. The defendant, Mr. Iain Cooke, was a critic of the Company’s provisional decision to close its London campus. In June 2025, Mr. Cooke sent an informal email to the Company, requesting a copy of its register of members so that he could lobby support for his position.
Crucially, Mr. Cooke’s email omitted his address, the purpose of the request, and other disclosure details required by section 116(4) CA 2006. Despite this omission, the Company immediately issued a claim under section 117, alleging that Mr. Cooke’s lobbying amounted to harassment, and seeking an order that the Company need not comply with this or any future requests.
Despite Mr. Cooke withdrawing his request, and both parties acknowledging that his email did not meet the requirements in section 116, the Company persisted with the litigation to secure a permanent “no-access” order and costs. Mr Cooke argued that no such application was required or permitted because a valid section 116 request had never been made.
The Court dismissed the Company’s claim. When reaching its decision, the Court accepted Mr Cooke’s submissions that:
The judge emphasised that compliance with section 116 is a threshold condition. Where that condition is not met, the company is under no obligation to comply with the request or apply to the court, and the statutory regime simply does not operate.
Critically, the Court rejected any suggestion that defects could be cured by later evidence or explanation. The validity of the request must be determined by the content of the request itself.
As a result, the Court dismissed the claim without any need to consider whether the request had been made for a proper purpose. That question never arose because the statutory threshold had not been satisfied.
The case serves as a useful reminder to companies (and a warning to shareholders and others) that the five-day clock in section 117 CA 2006 only starts ticking when the company has received a valid, compliant request.
The decision has also been incorporated into the Chartered Governance Institute’s recently updated guidance on Access to the register of members: proper purpose test (June 2026). The guidance, which contains best practice recommendations for companies who receive section 116 requests, highlights the BCNO case as a cautionary tale for companies.
Before rushing to court – and incurring unnecessary costs – companies should always verify that any request contains all of the information required by section 116(4). If a request is deficient, the company is under no statutory obligation to respond or seek a no-access court order, and the issue of proper purpose does not even arise.
The Government has confirmed that it will proceed with the proposed reforms to companies’ accounts and audit exemption under the Economic Crime and Corporate Transparency Act 2023 (ECCTA). Implementation has, however, been delayed to 1 April 2028 following stakeholder feedback.
The delay is designed to give businesses a full accounting year plus a further nine months to prepare for the more demanding filing regime, particularly the move to software-only filing and expanded disclosure requirements.
The reforms focus on aligning what companies file with what they already prepare, while tightening the rules around audit exemption and improving digital reporting.
The main changes are:
The reforms represent a decisive step towards a more transparent and data-driven Companies House register. Although April 2028 may seem distant, firms should begin reviewing systems and client readiness during the 2026–2027 period to avoid a compressed transition later.
In BLCP Eden 1 Ltd (in administration) and another v Rooksmead Securities Ltd and others [2026] EWHC 1268 (Ch), the High Court considered two discrete but practically significant issues:
The case involved two companies (the Companies) that owned development land. The companies were part of a group financed by a loan made to another group company, Allouison Investments Limited (AIL). AIL, the Companies and their parent entities had granted security to the lender via a debenture, which allowed the lender to appoint receivers over the charged property on default.
Following various director resignations, a newly appointed director of the Companies signed a contract to sell the land. The director signed alone and without a witness.
The lender subsequently purported to appoint receivers. The appointment documents referred to AIL (including its company number) but the schedule to those letters identified the land held by the Companies.
The receivers accepted the appointment on the same mistaken basis and filed notice at Companies House against the wrong entity. The receivers then completed a sale of the land, which led to a dispute over whether the original sale contract was validly executed and whether the receivers had been validly appointed.
The Court addressed the two distinct issues:
The central question was whether the contract complied with section 43 Companies Act 2006 (CA 2006) (contracts made “by or on behalf of” a company), or section 44 CA 2006 (formal execution requirements). A single director could sign under section 43, but section 44 would require that signature to be witnessed.
The Court held that section 43 governs contract formation, whereas section 44 governs formal execution of documents more generally. It said that a contract for the sale of land only needs to be written and signed, and to satisfy the less formal requirements of section 43 CA 2006.
The Court took a pragmatic approach, holding that the director had signed on behalf of the companies, and the absence of a witness or second signatory did not invalidate the contract.
Here, the Court took a strict approach and found that the appointment was invalid. Although the mistake in the appointment was obvious, the appropriate correction was not.
Correction is only possible where there is a clear mistake and the required correction is equally obvious. In this case, there were two plausible explanations: (i) the receivers were meant to be appointed over the Companies’ property; or (ii) they were meant to be appointed over AIL’s assets (including rights against the Companies).
Because more than one correction was reasonably possible the Court could not fix the defect by construction and rectification was not pleaded. Accordingly, the Court refused to correct the appointment.
The difference in approach to the two issues is interesting – and possibly confusing! When will the Courts be pragmatic and when will they be strict? The decision relating to the contract suggests the Courts will prioritise substance over form, and commercial intent over technical drafting defects. But when it comes to receivership appointments, these need to be precisely accurate and any resulting commercial inconvenience or unfairness is irrelevant. The Court has only limited powers to rescue defective appointments where both the mistake and the correction are obvious.
The Court of Appeal has rejected the High Court’s reasoning that equal participation rights in relation to a share offering could not amount to unfair prejudice.
The case involved a company that sold home-brewing kits. The company was incorporated in 2010 and was initially funded by substantial loans from its founders. In 2021, an external investor subscribed almost £1 million for shares in the company which by then was worth around £45 million. The following year, one of the company’s founders converted over £1 million of his loan into shares as part of a £6 million share offering made on favourable terms to existing shareholders.
This caused the investor to file a petition alleging that the company’s affairs had been conducted in an unfairly prejudicial manner. One of the grounds for the investor’s petition was that the issue of new shares, including the conversion of the founder loan into equity, had diluted its shareholding. The founder applied for the petition to be struck out or for summary judgment in his favour.
The initial decision by the High Court in Magic Investments SA v Broadbent & anor [2025] EWHC 1898 (Ch) granted summary judgment in favour of the founder and rejected the investor’s argument. The dilution claim failed because the share offer was made available to all existing shareholders on the same basis. So the investor’s decision not to participate in that offer could not amount to unfair prejudice.
However, the Court of Appeal in Magic Investments SA v Broadbent and another [2026] EWCA Civ 711 has now allowed the appeal and reinstated the investor’s petition for trial. It held that a share issue at a significant undervalue may amount to unfair prejudice. This can be the case even if all shareholders are offered the same opportunity to participate on favourable terms. The Court relied on authority from previous cases that recognised that forcing shareholders to choose between investing further capital or suffering dilution (a “carrot and stick” approach) can, in some circumstances, be unfair. The key question was whether the structure of the fundraising unfairly disadvantaged minority shareholders.
The Court also emphasised that, on a summary judgment decision, the petition only had to show a real prospect of success. It was wrong to dispose of the claims summarily where they were arguably viable and fact-sensitive and therefore should properly be considered at a trial.
The decision confirms that offering shares pro rata to all shareholders is not a complete defence to claims of unfair prejudice. Companies carrying out a share offer must consider whether the price reflects proper market value, whether the structure exerts improper pressure on minority investors and whether there is a proper commercial justification for the transaction. This decision increases the scope for minority shareholders to challenge funding rounds and underscores the need for careful structuring, documentation and advice.
First published on Accountancy Daily.
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