UK Shareholder Register Gag: Companies Act 2006 Sections 116–119 Chill Public Scrutiny

In modern Britain, public money flows out through contracts every day — from Whitehall to county halls, from councils to the NHS. And so a simple, legitimate question inevitably follows: can the public check whether the people shaping those decisions have financial interests that overlap with the companies benefiting from them? Suppose a reporter sets out to examine shareholdings connected to Tony Vaughan MP (Labour MP for Folkestone and Hythe), Dr Susan Priest (Chief Executive of Folkestone & Hythe District Council), Linden Kemkaran (Leader of Kent County Council), or Sheila Stenson (Chief Executive of Kent and Medway NHS and Social Care Partnership Trust). This is not an allegation of wrongdoing against any of them. It is the most basic “show your workings” test that openness is meant to make possible — the kind of routine scrutiny that protects honest public servants as much as it exposes bad ones.

And yet, in one of the least-discussed contradictions in British transparency law, the Companies Act 2006 still lets the public inspect shareholder registers, while critics argue it quietly makes it much harder — and potentially risky — to publish what you find.

The document that matters: the shareholder register

The shareholder register — formally the company’s “register of members” — is the starting point for a straightforward question: who owns this company? In an age of outsourcing, privatisation-by-contract, and ever-expanding procurement, that question isn’t niche. It goes to the heart of public confidence.

On the face of it, Parliament preserved a public right of access. Section 116 of the CA 2006, says the register “must be open to the inspection” of any company member for free and “any other person” on payment of the prescribed fee. (The fee is set by regulations — currently a modest hourly charge for inspection.) So far, it reads like transparency.

But section 116 doesn’t just grant access. It attaches conditions that, in practice, can sit uneasily with public-interest reporting.

What section 116 asks you to declare — and why publication becomes awkward

To exercise the right, you must make a formal request — and the request must contain specific information. The Act requires the requester to provide:

• their name and address (or, if acting for an organisation, the name and address of the responsible individual);

• the purpose for which the information is to be used; and

• whether the information will be disclosed to any other person — and if so, the recipient’s details (name and address, or the responsible individual for an organisation) and the purpose for which the recipient will use it.

This is the point at which a legal right that sounds clean on paper starts to collide with how journalism actually works.

A journalist isn’t normally requesting information to hand it to a single named recipient at a single named address. Journalism is disclosure by design. An article, book, broadcast, or blog post is created to be read by the public — by people you cannot possibly identify in advance, let alone list with addresses. But this is exactly what a journalist would have to do. They’d have to use their magical mystical powers  to guess the names and addresses of anyone who might ever potentially, read the article/book or or listen to the podcast. This is the actual law.

So what does compliance look like if your intention is publication?

Critics argue that the structure of the request requirement effectively demands a kind of foreknowledge that mass publication cannot supply — and that the Act’s wording pushes public-interest reporting into a procedural trap.

The “Lancing problem”: transparency that turns into appointments and haystacks

This is not just a theoretical objection. In 2019, we The Shepway Vox Team published  — The Long Read: Criminal Bloggers — describing an attempt to inspect multiple registers and the practical barriers we encountered. 

We travelled to Equiniti in Lancing, West Sussex — “a small office on a run down industrial estate” (pictured below). Inside this building, many shareholder registers are held, and our appointments were made “in accordance with s116”. Equiniti itself describes acting as share registrar for 48% of the FTSE 100, underlining just how central private registrars have become to the practical mechanics of supposedly “public” inspection. 

Our account then hits another, often overlooked reality: scale. These registers are so vast that pinning down a single individual can feel “like looking for a needle in a haystack”. Take Dr Susan Priest as an illustration: search for “Priest” and you face multiple entries; narrow it to “Susan” and you still find several candidates — with no reliable way to confirm you have the right person without a home address. And that becomes harder still because many senior executives and councillors lawfully withhold home addresses from publication under s32 of the Localism Act.

We also highlight a further complication for anyone trying to trace an individual investor: nominee arrangements. Shares held through platforms or custodians may appear under the nominee’s name, not the underlying person’s — meaning the individual you’re looking for may not appear on the register at all.

Even if you accept that some of these difficulties are the inevitable by-product of large datasets and modern investing, the combined effect is clear: practical scrutiny becomes harder, slower, and easier to frustrate.

Section 119: where uncertainty becomes “chill”

If section 116 creates a procedural obstacle course, section 119 supplies the sharp edge.

First, it criminalises dishonest manoeuvring at the request stage:

“It is an offence for a person knowingly or recklessly to make in a request under section 116 … a statement that is misleading, false or deceptive in a material particular.” 

That matters because the obvious “workaround” — minimising the intent to publish, or glossing over the disclosure question — can push a requester into criminal-law territory if it is deemed misleading.

Second, section 119 also creates an offence connected to onward disclosure of information obtained from the register, where the discloser knows or suspects the recipient may use it for an improper purpose. 

And the penalties are not symbolic: on indictment, up to two years’ imprisonment or a fine (or both).

This is where critics say the law does its real work. It does not need to announce a blanket ban on publication to deter publication. A rule that is complex to apply to mass audiences — paired with criminal consequences for getting it wrong — will predictably produce caution, especially among smaller outlets without in-house lawyers.

We here at The Shepway Vox Team put our own conclusion in stark terms: we said in our previous blog post, we realised mid-draft that we “could go to prison”, and argued that it was “effectively illegal” to publicly name officials with investments that might overlap with council contracting.  That remains the case. Our characterisation is — forceful, polemical, and contested — but it illustrates the chilling effect the drafting  of the actual law creates.

The Nolan Principles collision: what is “openness” if the public can’t publish?

This is the moment where the legal mechanics collide with the country’s stated standards of public life.

The Nolan Principles — the Seven Principles of Public Life — include integrity (no decisions for personal financial benefit; interests must be declared and resolved), accountability (submit to scrutiny), and openness.

But principles are not self-enforcing. They rely on systems that allow outsiders — journalists, residents, watchdogs — to verify what is declared, challenge what is missing, and publish findings so the public can judge.

That brings us back to the scenario example at the top of this article. If a reporter asks whether an MP, a council chief executive, a council leader, or an NHS trust chief executive has a shareholding that overlaps with supplier decisions around them, that is not scandal for scandal’s sake. It is the ordinary, democratic audit trail: show your workings.

So what purpose do ethical frameworks serve if the law makes the “show your workings” step practically difficult — and potentially legally hazardous — to share with the public?

“But aren’t major shareholdings already public?”

To a degree, yes — but only above thresholds that won’t capture most personal investing.

For UK listed companies, the disclosure regime for voting rights notifications starts when holdings reach, exceed, or fall below 3%, then 4%, 5%, and so on. Many public figures could never afford anything like 3% of a major listed company — and, even where they could, holdings may be intermediated through nominees or structures that complicate public tracing.

Which means the day-to-day reality is this: the shareholder register remains one of the few places where a diligent scrutiny exercise might begin — and yet sections 116 and 119 are drafted in a way that critics say pushes that scrutiny back into private viewing, rather than public accountability.

The question Parliament still hasn’t answered

None of this is an argument for publishing shareholders’ home addresses to the world. Safeguards against harassment, scams, and misuse are legitimate. But a transparency regime that makes public-interest publication legally uncertain is not a neutral compromise: it risks tilting the field towards those with power, legal budgets, and institutional cover.

If the shareholder register is “open” — as section 116 promises — yet section 119 hangs a criminal-law shadow over publishing what you find, then this is not transparency in any meaningful sense. It is supervised visibility: you may look, but you must not tell; you may inspect, but you must not connect the dots for the public. And when public contracts and public decisions are made every day by people in positions of power, a regime that chills lawful scrutiny doesn’t merely protect privacy — it shields potential conflicts of interest from daylight.

The inclusion of a person or entity in this blog post is not intended to suggest or imply that they have engaged in illegal or improper conduct. 

If you have a story you think we should be covering, then please do contact us at: TheShepwayVoxTeam@proton.me – Always Discreet. Always Confidential.

The Shepway Vox Team

Not Owned By Hedgefunds Or Barons