\n CGI: Access to the register of members: proper purpose test \u2013 Guidance Note
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On 3 June 2026, the Chartered Governance Institute (CGI) published a new Guidance Note which provides an industry view on, and examples of, what should constitute a proper or improper purpose in relation to a request to inspect a company\u2019s register of members under section 116 Companies Act 2006 (CA 2006). This replaces earlier versions of the Guidance Note.<\/p>\n
The Guidance Note considers the relevant provisions in sections 116 to 119 CA 2006 concerning the register of members, but notes that the concept of a proper purpose also applies to requests to access the register of debenture holders (under sections 743 to 747 CA 2006) and, with variations, the register of interests disclosed (see sections 793 and 808 to 814 CA 2006), so will also be of relevance to requests for those registers.<\/p>\n
The Guidance Note draws on the facts and decisions in several court cases since the decisions in 2014 in Burry & Knight Limited v Knight and provides guidance in the light of those cases on the following matters:<\/p>\n
Rejection of request for access for lack of information required
\n Identifying the purpose
\n Where there is a combination of proper and improper purposes
\n Access for the purpose of communication with members
\n Conduct in pursuing a proper purpose
\n Onus on the company to establish an improper purpose
\n Presumption in favour of providing access
\n The \u201cproper purpose\u201d test
\n Court direction that the company is not to comply with a similar request<\/p>\n
Section 5 of the Guidance Note provides examples of proper or improper purposes although it points out that the case law in this area makes it clear that the appropriate response to a request will be very fact specific. As a result of that case law guidance, it has added to the examples of proper purposes provided in earlier versions of the Guidance Note by including the following as further examples of a proper purpose:<\/p>\n
Persons seeking to make an offer to purchase shares (even if the offer will only be made in relation to a small proportion of the total issued share capital).
\n Any person (whether or not a member) genuinely investigating some possible corporate impropriety.
\n A journalist wanting to investigate in good faith the ownership of or interests in the company\u2019s shares.<\/p>\n
In terms of an improper purpose, the only new example of an improper purpose is the communication of advertisements (not just commercial mailings) to members which are clearly not relevant to them as members of the company or to the exercise of their shareholder rights. <\/p>\n
As in previous versions of the Guidance Note, in providing the register of members for analysis for research purposes rather than to contact shareholders, recommended good practice remains for the company to impose certain conditions (for example that shareholders should not be contacted directly). The Guidance Note adds that imposing conditions might also be helpful in other contexts, for example, requests from journalists.<\/p>\n
To access the Guidance Note, you will need to be logged in to the CGI website as a member or be a free subscriber.<\/p>\n
(CGI, Access to the register of members: proper purpose test \u2013 Guidance Note, 03.06.2026)<\/a><\/p>\n
On 4 June 2026, the AIM team at the London Stock Exchange (LSE) published a consultation paper (Consultation) setting out proposed changes to the AIM Rules for Companies (AIM Rules) and the AIM Disciplinary Procedures and Appeals Handbook (Handbook). The Consultation closes on 2 July 2026.<\/p>\n The wide-ranging changes follow on from the April 2025 AIM discussion paper Shaping the Future of AIM<\/a> and are designed to give effect to the proposals set out in the subsequent feedback statement<\/a> published in November 2025. They are intended to ensure that AIM\u2019s regulatory framework remains tailored to support a dynamic, competitive and leading international growth market that is well placed to attract and retain growing, innovative and ambitious companies. The key areas covered are discussed below. <\/p>\n The LSE is also separately consulting on changes to the AIM Rules for Nominated Advisers (see further below).<\/p>\n Reducing unnecessary burdens relating to admission<\/p>\n The Consultation notes that the LSE is currently working to redesign the AIM Admission Document (AAD) and there will be a separate consultation on the contents of AADs in due course once this work has been completed. However, in the meantime targeted amendments are proposed to address unnecessary burdens. These include:<\/p>\n Removing the requirement for a working capital statement. Instead, specified disclosure would be required in relation to the applicant\u2019s capital resources and financial commitments together with the directors\u2019 reasonable opinion of its future fundraising needs for the next 12 months. Easier fundraisings and enabling retail participation<\/p>\n The Consultation proposes that an AIM company undertaking an equity fundraising will be able to voluntarily request a temporary suspension (to be known as a \u201ccapital access window\u201d). This is intended to enable the fundraising process to be managed more closely. The LSE expects this will also support companies in approaching a broader investor base, including retail investors, during the temporary suspension period.<\/p>\n Supporting AIM company acquisition activity <\/p>\n Several rule changes are proposed to support acquisition strategies for AIM companies. A number of these relate to reverse takeovers, including:<\/p>\n In line with the policy approach that has been applied since the feedback statement was published, amending the rules to provide that where an acquisition exceeds 100 per cent in the class tests but there is no fundamental change to the business, board and\/or voting control, it will be classified as a substantial transaction rather than a reverse takeover (although, under proposed new guidance notes, shareholder approval may also still be required). Other proposed changes include increasing the substantial transactions threshold from 10 per cent to 25 per cent (which is aligned with the threshold for significant transactions under the UK Listing Rules) and certain changes to the class tests, including specifying that the profits test is only relevant for related party transactions and clarifying circumstances in which the gross capital test can be pro-rated for investing companies.<\/p>\n Greater flexibility to support innovative and growing companies<\/p>\n A number of the proposed changes are intended to give AIM companies, in particular those that are founder-led, greater flexibility to operate their businesses in a manner most appropriate for them. Consistent with the current policy approach, these include:<\/p>\n Not requiring Nomads to provide fair and reasonable opinions under the related party rules in relation to non-standard director remuneration where they are satisfied that the contractual terms provide reasonable commercial protections for the AIM company. Where there is any uncertainty as to whether this is the case, this should be resolved by putting the transaction to a shareholder vote. Providing greater agency for AIM companies<\/p>\n A number of changes are proposed in this area, including:<\/p>\n Removing the requirement for AIM companies to comply or explain against a specified governance code. However, the proposed rules provide that AIM companies should (for the purpose of guidance and informing their approach) consider a recognised code when considering their corporate governance arrangements. Disclosure of the company\u2019s approach to certain specific governance matters (including board composition, director roles and responsibilities, remuneration and performance, risk and controls framework, and investor relations) would be mandated. Attracting international companies and ease of transfer for Main Market companies<\/p>\n The Consultation proposes replacing the current AIM Designated Market (ADM) route with:<\/p>\n A new \u201cexpress market\u201d route designed as a tailored, proportionate and accelerated admission process to enable companies from a wider range of jurisdictions to join AIM. Differences from the ADM route include a wider range of eligible markets (Express Markets), streamlining certain areas, and providing an accelerated process for certain Main Market companies. New eligibility requirements for applicants using the express market route (focused on maturity, stability, and established track record) are also proposed. Transitional provisions would allow applicants to continue to apply the current ADM route for a period of time in certain circumstances. Leveraging Nomad expertise<\/p>\n Market feedback highlighted that the expertise and support of the Nomad is greatly valued by AIM companies, but also recognised that over time practice has developed so that the role has become heavily compliance focused, which is seen as less valuable to AIM companies than being predominantly focused on the provision of AIM corporate finance advice. <\/p>\n To support the Nomad community to focus on their public corporate finance and AIM expertise, the LSE is publishing a new technical note setting out expectations in respect of certain Nomad responsibilities as well as updating the AIM Rules for Nominated Advisers (as discussed in the separate consultation contained in AIM Notice 63).<\/p>\n Given the overlap with the UK Market Abuse Regulation (MAR), the LSE also proposes replacing the current AIM Rule 11 disclosure obligations with a new rule focusing on the value of the Nomad\u2019s public market experience to support AIM companies in understanding the potential market impact of developments in their business. In this way, companies will have full information when considering their MAR obligations.<\/p>\n Other changes<\/p>\n A number of other changes are proposed including, among other things, explicitly setting out the nature of AIM\u2019s \u201cbuyer beware\u201d model, retiring \u201cInside AIM\u201d (as any guidance that remains relevant will be incorporated into the AIM Rules and associated guidance notes), and extending the period to appoint a replacement Nomad from one month to six weeks.<\/p>\n (LSE, Consultation on proposed changes to AIM Rules for Companies and the AIM Disciplinary Procedures and Appeals Handbook \u2013 AIM Notice 62, 04.06.2026)<\/a><\/p>\n (LSE, AIM Rules for Companies \u2013 Draft June 2026)<\/a><\/p>\n (LSE, AIM Disciplinary Procedures and Appeals Handbook \u2013 Draft June 2026)<\/a><\/p>\n
On 4 June 2026, the AIM team at the London Stock Exchange (LSE) published a consultation paper (Consultation) setting out proposed changes to the AIM Rules for Nominated Advisers (Nomads) (Nomad Rules). On the same date, the LSE also published a separate consultation paper setting out proposed developments to the AIM Rules for Companies (AIM Rules) which is summarised above. <\/p>\n The Consultation covers various proposed administrative and clarificatory changes to the Nomad Rules, including (among other things) to bring them into line with the proposed changes to the AIM Rules and to explicitly refer to the Nomad\u2019s overriding obligation to preserve the reputation and\/or integrity of AIM. Consultation responses are requested by 2 July 2026.<\/p>\n AIM has also published a new Technical Note setting out its expectations of the performance by Nomads of their obligations under the Nomad Rules and focusing on the Nomad\u2019s role as a corporate finance expert in public markets and AIM. The Technical Note is presented in a Q&A format and covers areas including:<\/p>\n Educating directors on their AIM Rules responsibilities at take-on, on an ongoing basis where issues arise, and for new director appointments. AIM is not consulting on the Technical Note and it takes effect immediately other than those areas which are subject to AIM Rule changes, being Questions 8 (which relates to the proposed new Express Market route to admission) and Question 9 (which relates to AIM Rule 11). These will take effect on implementation of the updated AIM Rules (although it is noted that in the interim Nomads may apply the guidance in Question 8 to work performed in respect of admission via the AIM Designated Market route).<\/p>\n (LSE, Consultation on proposed amendments to the AIM Rules for Nominated Advisers \u2013 AIM Notice 63, 04.06.2026)<\/a><\/p>\n (LSE, AIM Rules for Nominated Advisers \u2013 Proposed Amendments \u2013 Draft June 2026)<\/a><\/p>\n (LSE, Nominated Adviser Technical Note \u2013 June 2026)<\/a><\/p>\n
On 1 June 2026, a new draft of the Register of Overseas Entities (Protection and Trusts) and Limited Liability Partnerships (Application of Company Law) (Amendment) Regulations 2026 were laid before Parliament. <\/p>\n A first draft of these Regulations was laid before Parliament on 22 April 2026 (see further here<\/a>) but then withdrawn on 13 May 2026 as approval was not received before the end of the Parliamentary session (see further here<\/a>).<\/p>\n The revised draft Regulations are in substantially the same form as the previous draft and will come into force on the day after the Regulations are made. <\/p>\n An accompanying Explanatory Memorandum has also been published.<\/p>\n (Draft Register of Overseas Entities (Protection and Trusts) and Limited Liability Partnerships (Application of Company Law) (Amendment) Regulations 2026, 01.06.2026)<\/a> <\/p>\n (Explanatory Memorandum, 01.06.2026)<\/a><\/p>\n
On 26 May 2026, the Department for Energy Security and Net Zero (DESNZ) published the results of an independent review it commissioned on the effectiveness of the Streamlined Energy and Carbon Reporting (SECR) regulations introduced in 2019 in increasing transparency on organisational energy use and emissions.<\/p>\n Background<\/p>\n The SECR framework was introduced through the Companies (Directors\u2019 Report) and Limited Liability Partnerships (Energy and Carbon Report) Regulations 2018. These Regulations came into force on 1 April 2019 and apply to financial years beginning on or after that date. They amended the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 to insert new energy and carbon disclosure requirements into annual reports filed at Companies House, extended these obligations to large unquoted companies and large LLPs and required enhanced quoted company disclosures to include global energy use.<\/p>\n Review findings<\/p>\n These include the following:<\/p>\n SECR has increased the amount of additional data in the public domain with 79% of compliers stating they published data they otherwise would not have released. SECR\u2019s integration within annual reports makes disclosures easier to locate alongside financial information, supporting comparable extraction and routine use. However, compliance gaps are more prevalent among private companies and LLPs than listed companies, with the evaluation noting awareness and enforcement challenges and the need for clearer guidance on eligibility and group boundaries Recommendation<\/p>\n The recommendation is to retain SECR requirements with amendments, with consideration given to proportionate refinements to improve clarity, reduce duplication and burden, and sustain behavioural impact. Consistent with the evaluation evidence, potential areas for improvement will be explored through a planned 2026 consultation on streamlining energy and emissions reporting, and may include: <\/p>\n Updating guidance to clarify eligibility thresholds, site inclusion, and group reporting boundaries. DESNZ notes that the findings of the review will inform future work on the effectiveness and proportionality of energy and carbon reporting requirements, including consideration of how SECR fits within the wider landscape of corporate reporting requirements.<\/p>\n (DESNZ, 2026 post-implementation review of the SECR regulations 2018, 26.05.2026)<\/a><\/p>\n
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\n LSE: Consultation on proposed changes to AIM Rules for Companies and the AIM Disciplinary Procedures and Appeals Handbook \u2013 AIM Notice 62
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\n Expanding the accepted accounting standards. This would include implementing the current policy approach of permitting UK incorporated AIM companies to use UK GAAP (FRS 102) instead of IFRS. Additional local GAAPs may also be permitted where IFRS equivalency is demonstrated \u2013 additional guidance is proposed in this context.
\n Formalising the current policy approach of permitting incorporation by reference into the AAD.
\n Amending guidance to AIM Rule 7 (lock-ins for new businesses) to, among other things, reflect the current policy approach of allowing sell-down during the initial 12 months post-admission in certain circumstances.
\n Adding further guidance in relation to the notification that must be made where an AIM company is admitting a new class of securities (the AIM Rules having already been amended to remove the need for an AAD in such circumstances).<\/p>\n
\n Where the Nominated Adviser (Nomad) is satisfied that appropriate alternative disclosure can be made to enable investors to make an informed assessment, permitting it to request that an AIM company is not suspended on announcement of a reverse takeover that is in contemplation.
\n Clarifying that, where there is a delay between shareholder approval of a proposed reverse takeover and re-admission of the enlarged group to AIM, a supplementary AAD will not be required where there is no significant new factor, material mistake or material inaccuracy under the Public Offers and Admission to Trading Regulations (POATRs).
\n Clarifying that entering into an option arrangement will not constitute a reverse takeover in contemplation provided that the option is exercisable solely at the AIM company\u2019s discretion, the likelihood of exercise is sufficiently remote, and (when exercised) the option is unlikely to result in a fundamental change to the AIM company\u2019s business, board and\/or voting control. This is intended to avoid triggering the reverse takeover rules at a point where the proposed acquisition remains contingent and remote.<\/p>\n
\n Permitting special voting shares at admission to AIM (subject to compliance with certain requirements) in order to enable founders to retain control. The LSE notes that this is based on the Main Market experience of dual class share structures.<\/p>\n
\n Giving companies the opportunity (but not the obligation) to voluntarily disclose details of proxy advisor engagement. A suggested framework to support disclosure is also proposed. Feedback is welcomed on whether the voluntary framework should be mandatory to support and encourage AIM companies to make such disclosure.
\n In light of concerns raised regarding information, commentary or speculation being posted on bulletin boards or through other forms of media, certain additions to the rules are proposed which are designed to support AIM companies. These include highlighting that company notifications are the authoritative source of information and giving AIM companies a voluntary \u201cright of reply\u201d to respond to any third-party commentary, speculation or criticism. The LSE also notes it has received investor feedback that companies could mitigate the opportunity for such external commentary by providing more detail in trading updates (in particular, by providing factual details of performance rather than referring to it being \u201cin line with expectations\u201d without providing details). AIM companies and their Nomads are advised to have regard to this when drafting notifications and trading updates.<\/p>\n
\n A new dual market applicant admission route for applicants seeking simultaneous admission to an Express Market and AIM. The intention is to make it easier for such companies by enabling them to rely on the document prepared for admission to an Express Market for the purposes of their AIM admission.<\/p>\n
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\n LSE: Consultation on proposed amendments to the AIM Rules for Nominated Advisers \u2013 AIM Notice 63
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\n Due diligence (including the purpose of\/approach to site visits).
\n Appointment of lawyers and\/or reporting accountants.
\n Free float considerations.
\n Early notifications.
\n Ongoing Nomad work on AIM Rules guidance including in connection with AIM Rule 11 and AIM Rule 26, communicating with the LSE regarding breaches of the AIM Rules, and monitoring online commentary, speculation or coverage. <\/p>\n
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\n Parliament: The Register of Overseas Entities (Protection and Trusts) and Limited Liability Partnerships (Application of Company Law) (Amendment) Regulations 2026 – Draft
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\n DESNZ: 2026 post-implementation review of the SECR regulations 2018
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\n Only 33% of SECR compliant organisations agreed that reporting heightened internal pressure to reduce energy use and carbon emissions.
\n While the reporting burden under SECR is generally manageable and proportionate, duplication and inconsistency across reporting frameworks result in extra time and effort, with slight variations in definitions, scope and assurance producing multiple reported numbers for the same year. SECR\u2019s lack of prescribed templates and group\/eligibility clarity can also increase the \u201clearning curve\u201d and drive unnecessary effort, particularly for complex or multi jurisdiction groups.<\/p>\n
\n Introducing a standardised disclosure template to improve consistency and comparability.
\n Aligning SECR definitions and metrics with ISSB, CSRD and TCFD to reduce duplication and improve coherence.
\n Exploring light touch forward looking elements (e.g., optional targets or qualitative narratives) to maintain engagement without disproportionate burdens).
\n Assessing digital access options that enhance usability and benchmarking while safeguarding assurance and data quality.<\/p>\n