Companies Act 2014 section 172

Consequences of failure to comply with requirements as to register owing to agent's default

Section 172 deals with the consequences where a third-party agent who maintains the register of members on behalf of a company defaults on its obligations, and establishes that the agent can be held personally liable for offences arising from that default.

• Where an external agent maintains the register of members on behalf of a company and that agent's default causes the company to breach its obligations regarding the register, the agent is guilty of an offence and can be prosecuted whether or not the company itself is charged.
• The penalties for a guilty agent mirror those that would apply to the company, including the same range of fines and other penalties provided under the Act.
• The court's power to compel compliance extends beyond the defaulting agent to include that agent's own officers and employees.
• This provision ensures that outsourcing the maintenance of the register of members does not allow the responsible party to escape accountability for failures in maintaining or producing the register.