Invalid Companies Act Request Does Not Trigger Court Powers

The High Court has dismissed a claim brought by BCNO Limited after the company tried to obtain a “no access” order under section 117 of the Companies Act 2006.

The case, BCNO Ltd v Cooke [2026] EWHC 1263 (Ch), centred around a request made by Mr Iain Cooke for access to the company’s register of members. The background to the dispute involved opposition to proposals affecting one of the charity’s campuses, with the company alleging that Mr Cooke’s wider conduct amounted to harassment of trustees and staff.

But there was a fairly fundamental issue with the request itself.

Under section 116 Companies Act 2006, a request for a company’s register of members has to contain certain mandatory information, including the purpose for which the information will be used and whether it will be shared with anyone else.

Mr Cooke’s email did not include that information.

That turned out to matter quite alot.

The court held that because the request failed to comply with section 116(4), it was not a valid statutory request and therefore did not trigger the court’s jurisdiction under section 117.

HHJ Paul Matthews said:

“Absent such compliance, the company had no obligation under section 117(1) either to comply with the request or to challenge the request in court.”

The judgment relied heavily on the earlier Court of Appeal authority in Fox-Davies v Burberry plc, which confirmed that compliance with section 116(4) is mandatory, not optional.

The company argued that even if the request was technically invalid, the court should still be able to intervene because the request formed part of a wider campaign against the company and its directors.

The judge rejected that argument.

One of the more important passages in the judgment was this:

“Outside that format, there was no obligation on the company to comply at all. That in itself protected members. The company could simply and safely ignore the request.”

In other words, Parliament already built the protection into the legislation. If the request does not comply with the statutory requirements, then the consequences of it are not triggered.

The judge concluded:

“In my judgment, in the present case the claimant was not entitled to bring these proceedings for a direction of non-access, because the threshold condition laid down by section 117, namely a “request under section 116”, was never satisfied.”

The claim was dismissed.

The decision is a useful reminder that defective section 116 requests can simply be rejected. Companies are not required to deal with such requests every time somebody sends an email asking for a register of members without complying with the statutory requirements fully.