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The Chartered Governance Institute (CGI – formerly known as ICSA) has published an updated version of its guidance note "Access to the register of members: proper purpose test". The note can be downloaded from the members’ section of the CGI website.
When a company receives a request for access to its register of members, it must, within five working days, either comply with the request or apply to court for a direction that the request is not for a proper purpose in accordance with section 117 of the Companies Act 2006 (the Act). The Act does not define “proper purpose”, so the CGI 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 updated over the years to reflect good practice and developments in precedent as set by various Courts.
The 2026 version of the Guidance Note takes into account the decisions of the High Court and the Court of Appeal since it was last updated in 2018, including Aviva plc v Litani LLC from 2025 (you can read more on the Aviva decision on our blog here).
Herbert Smith Freehills Kramer LLP assisted the CGI in updating the Guidance Note.
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.
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