BCNO Limited v Cooke: High Court rules invalid register request cannot trigger section 117 jurisdiction

In a judgement handed down on 28 May 2026, HHJ Paul Matthews, sitting as a Judge of the High Court in the Business and Property Courts in Bristol, dismissed a Part 8 claim brought by BCNO Limited under section 117 of the Companies Act 2006, holding that a request which fails to comply with the mandatory requirements of section 116(4) cannot engage the court's jurisdiction under section 117 at all.

BCNO Limited is a charitable company limited by guarantee that operates two osteopathic education campuses, in North London and Maidstone, Kent. Following a provisional decision to phase out and close the London campus, the defendant, Iain Cooke, a Swiss-resident non-member with a familial connection to the college, began lobbying members and trustees in opposition. In June 2025, he emailed the company secretary requesting copies of the register of members for the period January 2015 to December 2021. The email contained only his name, omitting the address, stated purpose, and disclosure information mandated by section 116(4).

Rather than disregarding the request, the claimant issued proceedings under section 117 the same day, seeking a direction that it need not comply with the request or any future requests, and pursuing its costs against the defendant. The defendant promptly withdrew his request and argued it had never constituted a valid section 116 request in the first place, rendering the proceedings misconceived.

The central question for the court was whether the phrase "a request under section 116" in section 117(1) encompasses only a compliant request, or any communication seeking access to the register. HHJ Matthews concluded that it means the former.

Drawing on the Court of Appeal's decision in Fox-Davies v Burberry plc [2017] EWCA Civ 1129, in which David Richards LJ held that section 116(4) imposes mandatory requirements and that non-compliance invalidates a request, the judge reasoned that without a valid section 116 request there can be no "application under this section" and therefore no jurisdiction. The company was never under any obligation to comply, and faced no risk of committing an offence under section 118 by simply ignoring the email.

The claimant argued that the court should nonetheless retain a broader jurisdiction, akin to a quia timet remedy, to guard against future improper requests, particularly where there was evidence of a harassment campaign against trustees and staff. HHJ Matthews rejected this. Parliament had already addressed that concern structurally: outside the prescribed format, the company is simply not obliged to act. Conduct falling outside that scheme may be addressed through existing remedies, including under the Protection from Harassment Act 1997.

The court also noted its own earlier decision in Sir Henry Royce Memorial Foundation v Hardy [2021] EWHC 714 (Ch), in which an invalid request was found incapable of being retrospectively validated by supplementary information, reinforcing that the validity of a request must be assessed at the moment it is made.

The claim was dismissed. The judgement is a clear signal that companies should resist the temptation to invoke section 117 proceedings in response to defective requests: the safer and legally correct course is to do nothing. Proceedings brought in those circumstances are not merely unnecessary; they are jurisdictionally unsound.