Access to a company's register of members has become an increasingly topical issue for issuers, registrars and investors alike. Recent court decisions and updated industry guidance have shone a spotlight on the "proper purpose" test under the Companies Act 2006, highlighting the challenges of balancing shareholder rights with the protection of personal information.
To help strike that balance, the Companies Act 2006 sets out the concept of a “proper purpose” test when requests are made to inspect or obtain copies of a company’s register of members. However, the Companies Act does not define what actually constitutes a “proper purpose”, and the Explanatory Notes provide little additional clarity. In practice, this means each case depends heavily on its own facts and circumstances and may ultimately require judicial interpretation.
The Aviva v Litani decision
Interest in proper purpose requests increased significantly in 2025 following the High Court's decision in Aviva plc v Litani LLC. Here Litani sought access to shareholder information to contact certain smaller shareholders with an offer to purchase their shares at a discount to market price.
Aviva argued that shareholders accepting the offer could be financially disadvantaged. The court rejected Aviva’s application. Importantly, the court declined to comment on the broader merits of mini-tender offers, noting that such arrangements are lawful and currently not subject to specific UK regulatory restrictions.
More details on the case can be found in two external publications: here and here.
What did we see as a result
Aviva introduced its own small shareholder dealing service for shareholders holding between 1 and 1,500 shares, where shareholders could obtain market price for their shares, demonstrating one practical step some issuers may consider to pre-empt and deter these types of market approaches.
In June 2026, the Corporate Governance Institute published updated guidance (Guidance) incorporating reference to the Aviva v Litani decision. This notes that from the Aviva case, and a previous Burberry case, requests from commercial tracing agents are not necessarily improper. The difference was Litani’s objective and how this would be communicated to shareholders. In the case of Litani, shareholders would not need to pay a fee before seeing the details of the terms of the offer to them.
The Guidance also provides additional context for companies and practitioners when assessing requests to access shareholder information. Helpfully it provides insights gained from several cases and includes some examples of purposes which the CGI consider to be proper or improper. Using the precedent cases, guidance has been derived covering the following areas:
- Rejection of request for access for lack of information required
- Identifying the purpose
- Where there is a combination of proper and improper purposes
- Access for the purpose of communication of members
- Conduct in pursuing a proper purpose
- Onus on the company to establish an improper purpose
- Presumption in favour of providing access
- The ‘proper purpose’ test
- Court direction that the company is not to comply with a similar request
When considering the ‘proper purpose’ test, the Guidance notes that this test will be made by the courts, objectively, and based on the evidence and the particular facts and circumstances of the case. It refers to the Aviva judgement and has identified several “uncontroversial” principles emerging:
- The requesting parties purpose will be assessed objectively based on the evidence the court is presented with.
- “proper purpose” words are given their ordinary and natural meaning, which is interpreted on a case-by-case basis.
- It may not be possible to distinguish between the purpose and the way in which the purpose is to be effected.
- The courts may refer to the CGI Guidance.
The updated CGI guidance reinforces that there is no definitive list of what does or does not constitute a proper purpose. Each request must be considered on its own merits, with a presumption generally favouring access unless the company can demonstrate a sufficiently strong basis for refusal.
Practical considerations for issuers
The Aviva plc v Litani decision is likely to become an increasingly important point of reference in future proper purpose assessments and related discussions. Court cases may continue to refer to the CGI Guidance, as they have done in several cases.
In light of these recent developments, issuers may wish to consider a range of proactive measures. These could include reviewing processes for assessing register access requests, ensuring clear internal escalation procedures, maintaining awareness of current guidance and case law, and considering whether shareholder dealing programmes could provide an alternative route for shareholders who may otherwise be targeted through off-market approaches.
Looking Ahead
Looking ahead, further developments could reshape how shareholder information is accessed and maintained in the UK.
The Economic Crime and Corporate Transparency Act 2023 (ECCTA) includes provisions requiring companies to provide enhanced shareholder information to Companies House. While implementation details remain subject to further development, these measures may contribute to wider discussions regarding shareholder transparency, data accessibility and governance.
In parallel, ongoing work arising from the UK Digitisation Taskforce recommendations may lead to broader reforms to the shareholding framework, including changes relating to the register of members, the information recorded within it, and how that information can be accessed.
In Conclusion
Shareholder access requests are unlikely to become any less relevant in the years ahead. As ownership models evolve and markets become increasingly digital, transparent and interconnected, issuers, registrars, regulators and investors will continue to grapple with the balance between access and protection. Emerging developments such as tokenised securities may introduce new questions about how established proper purpose safeguards should apply in practice. Against this backdrop, organisations that maintain robust governance processes, monitor legal developments and stay closely engaged with industry discussions will be best placed to navigate an area that is becoming an increasingly important component of the UK's evolving shareholder landscape.
Key Takeaways for Issuers
| External updates | Keep abreast of the CGI guidance and case law on "proper purpose" |
| Internal processes | Consider any enhancements to internal processes for reviewing and approving requests for access to the register of members |
| Pre-emptive Actions | Monitor the make-up of your register, consider the reasons why this could be of interest to third parties, to enable you to identify what proactive steps you may be able to take. |