Division 2 of Part XII of the Companies Act 1997 creates two tiers of inspection right.
Section 216 — inspection by shareholders
(a) the certificate of incorporation or registration;
(b) the constitution, if it has one;
(c) the share register;
(d) the full names, addresses and postal addresses of the directors and secretary;
(e) details of the registered office and address for service;
(f) minutes of all meetings and resolutions of shareholders within the last seven years;
(g) copies of written communications to all shareholders or all holders of a class during the preceding seven years, including annual reports, financial statements and group financial statements;
(h) certificates given by directors under this Act;
(i) the interests register.
A shareholder may inspect every certificate a director has given under the Act — the solvency certificates under section 50(2), the fair-value certificates under section 47(2), the remuneration fairness certificates under section 139(4), and the insurance certificates under section 140(6).
And the interests register records every director’s disclosed interest, every share dealing, every payment, loan and guarantee to a director, and every indemnity or insurance.
Together these are how a shareholder finds the material for a section 152 application — particularly given section 152(5), under which signing a certificate without reasonable grounds is itself unfairly prejudicial conduct.
What section 216 does not include is board minutes and the accounting records. Those are in the section 164 company records, and are open to directors under section 166 — but not to shareholders as of right. A shareholder wanting them must use section 219 or a section 220 investigation.
Section 216A — public inspection
(a) the certificate of incorporation or registration; and
(b) the constitution, if it has one; and
(c) the share register; and
(d) the full names and residential addresses of the directors; and
(e) the registered office and address for service.
Section 216A is open to “a person” — no shareholding, no standing, no stated interest. Unlike section 216, it does not mention payment of a prescribed fee.
The list is narrower: no minutes, no shareholder communications, no directors’ certificates and no interests register. But it includes the share register and the directors’ residential addresses — which is how a creditor identifies who owns and runs a company before extending credit or suing.
Failure to comply with either section is an offence by the company (penalty under section 413(2)) and every director (section 414(2)).
Section 217 — the manner of inspection
(1) Documents shall be available for inspection at the place at which the company’s records are kept, between 9:00am and 5:00pm on each day during the inspection period.
(2) “Inspection period” means the period commencing on the seventh day after the day on which notice of intention to inspect is served and ending with the 14th day after the day of service.
The inspection cannot happen immediately — the company has seven days to prepare — and it does not stay open indefinitely: it closes on the 14th day after service. That gives an eight-day window.
A shareholder who misses it must serve a fresh notice and wait another seven days. Serve the notice in writing, keep proof of service, and diary both ends of the window.
Note the place: where the company’s records are kept. That is the registered office unless the board has notified another place under section 164(3) and (4) — and the share register is governed by section 68.
Section 218 — copies and extracts
A person may require a copy of, or extract from, a document available for inspection under section 216 to be sent to him —
(a) within five days after he has made a request in writing; and
(b) if he has paid a reasonable copying and administration fee prescribed by the company.
Failure to provide the copy is an offence by the company (section 413(1)) and every director (section 414(1)).
Section 218 has a much shorter timetable — five days from a written request, against the seven-day wait for inspection. A shareholder who knows what they want should request copies rather than travel to inspect.
Note that section 218 is expressed by reference to section 216. The fee must be reasonable, and covers copying and administration only.
The other information routes
| Route | Who | What |
|---|---|---|
| s 216 | Shareholder, or their written authorisee | Nine categories, on notice and a fee |
| s 216A | Any person | Five categories, on notice |
| s 166 | A director | All company records, without charge, unless the Court limits it |
| s 219 | A shareholder | Any information held by the company, on written request — subject to refusal grounds |
| s 220 | A shareholder or creditor, by Court order | Inspection of records or other documents, and possibly an audit |
| s 398 | Any person | The Registrar’s register, on payment of the prescribed fee |
| ss 209–212 | Shareholders | The annual report, sent to them |
If a company refuses a proper inspection, the remedies are a mandatory order under section 142(1)(b) or section 150, and prosecution under sections 413 and 414.
Sources
- Companies Act 1997 — ss 47, 50, 68, 139, 140, 142, 150, 152, 164, 166, 209–212, 216–220, 398, 413, 414
Before relying on anything here, read the current text of the Companies Act 1997 and check for later amendments. If a decision matters to you, get advice — start with the Office of the Public Solicitor, or find a firm in the law firms directory.