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Section 123: Single member companies

Companies Act 2006 · 2006 c. 46View on legislation.gov.uk

Part 8: A company's members — Chapter 2: Register of members

If a limited company is formed under this Act with only one member there shall be entered in the company's register of members , with the name and address of the sole member, a statement that the company has only one member.

If the number of members of a limited company falls to one, or if an unlimited company with only one member becomes a limited company on re-registration, there shall upon the occurrence of that event be entered in the company's register of members , with the name and address of the sole member—

a statement that the company has only one member, and
the date on which the company became a company having only one member.

If the membership of a limited company increases from one to two or more members, there shall upon the occurrence of that event be entered in the company's register of members , with the name and address of the person who was formerly the sole member—

a statement that the company has ceased to have only one member, and
the date on which that event occurred.

If a company makes default in complying with this section, an offence is committed by—

the company, and
every officer of the company who is in default.

A person guilty of an offence under this section is liable on summary conviction to a fine not exceeding level 3 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 3 on the standard scale.

About this text

This legislation text comes from legislation.gov.uk. Contains public sector information licensed under the Open Government Licence v3.0. These source and reuse terms cover the legislation text, not Remedy's commentary.

Reuse reviewed 21 August 2026 under Open Government Licence v3.0.