Part 1: Companies House Reform Register of members Section 46: Register of members: information to be included and powers to obtain it
Section 46 amends various provisions of Part 8 of the Companies Act 2006 ("2006 Act") to enhance member information and more closely align the provisions with those relating to the People with Significant Control of UK companies.
	Section 46(2) amends section 112 of the 2006 Act, to provide that where an individual’s name is entered in a company’s register of members that is not in the form required by new section 113A, that does not affect the person becoming a member. For example, if a nickname or shortened version of their name were entered as their forename, there were a typographical error in the spelling of their name, or there were an inversion of their forename and surname. There may be cases where a company has not been able to obtain a member’s forename and surname by the time of commencement – this makes it clear the person is still a member, though the company and member are non-compliant with the requirements.
	Section 46(3) amends the relevant Chapter heading.
	Section 46(4) restates the requirements of section 113(2-3) and (5-6) of the 2006 Act, but refers to the required information as per new sections 113A and 113B.
	Section 46(4) also inserts new subsection (6A) to section 113 of the 2006 Act. This requires "non-traded companies" to retain old information about a member where it changes, the date the information changed and the date of entry, in their register of members. New section 113E provides a member with two months to notify a company of the change, so it is possible the date of entry and date of change may be different dates. These requirements apply from the date of commencement only – it does not require companies to obtain or retain any historic information about its members prior to commencement of the provision. This clarifies a legal uncertainty in the current drafting of section 113 when read with sections 121 and 125. The old information must be retained until its removal is authorized by either section 121, or by court order under section 125, of the 2006 Act. A power for the Secretary of State to make regulations is also provided, so that traded companies could be brought into the scope of the requirements if it were later deemed proportionate.
	Section 46(4) also amends the offence in section 113 of the 2006 Act so that a company only commits an offence if it doesn’t have a reasonable excuse for the failure to comply with the requirements. This aligns the drafting of the offence with other offences in the 2023 Act. There is no statutory definition of "reasonable excuse" and this phrase must be given its ordinary meaning. Each case will be considered on its individual facts. A company should do what it can reasonably be expected to do to maintain an up-to-date register, including by using its new power under section 113F of the Companies Act 2006.
	In the 2006 Act and associated regulations there is no definition of "name" for a member of a company, such that an individual member could state their name is J Bloggs. There is also currently no distinction made between members who are individuals and members who are body corporates or firms that are legal persons under the law by which they are governed.
	Section 46(5) section makes that distinction by inserting new sections 113A and 113B into the 2006 Act, which separates the requirements. The required information remains the same for both types of member – name and service address. In relation to a member who is an individual, "name" is defined as forename and surname, and in the case of a peer or individual usually known as a title, that title. This has the effect of requiring an individual to register their name as Joe Bloggs instead of J Bloggs which provides more transparency as to who an individual member is.
	Section 46(5) also inserts new section 113C into the 2006 Act which provides a power for the Secretary of State to make regulations, including to change the required information about a member.
	Section 46(5) also inserts new sections 113D and 113E into the 2006 Act which provide new duties for members to provide and keep their information up to date. New section 113D requires a member to provide the company with required information within two months of becoming a member, unless it has already been provided or it was contained in the application for the registration of the company. A member may need to provide information to the company for a variety of reasons, for example, if the earlier provided information was inaccurate or entered incorrectly by the company into the register of members.
	Section 46(5) also inserts new section 113F into the 2006 Act provides a new power for companies to send a notice to require members to provide or update information within one month. This will help companies ensure the information required to be included in its register of members is included. It is a discretionary power which may be used, for example, if a company believes the information is not up to date. This section does not require a company to validate or verify the information provided in response to a notice.
	Section 46(5) also inserts new section 113G into the 2006 Act which provides new offences for the failure by a person, without a reasonable excuse, to comply with new sections 113D-F. Where an offence is committed by a firm, it is also committed by every officer of the firm who is in default.
	Section 46(5) also inserts new section 113I and 113J into the 2006 Act, which provide new offences for the provision of a statement that is misleading, false, or deceptive in a material particular in purported compliance with new sections 113D-113F. New section 113I provides a "basic" offence, where a person commits an offence unless they have a reasonable excuse for doing so and new section 113J provides an "aggravated" offence, where a person does so knowingly, with sanctions that are commensurate with the seriousness of the misconduct. There is no statutory definition of "reasonable excuse" and this phrase must be given its ordinary meaning. Each case will be considered on its individual facts.
	Section 46(6-10) make consequential amendments to sections 114, 115, 121 and 123.
	Section 46(11) amends section 771 (procedure on transfer being lodged) so that a company can refuse to transfer shares unless satisfied it has the information that is required to enter in its register of members in relation to the transferee, i.e. the new member.