{
  "url": "https://openlegislation.uk/companies-act-2006/section-123",
  "json_url": "https://openlegislation.uk/companies-act-2006/section-123.json",
  "legislation": "ukpga/2006/46",
  "legislation_title": "Companies Act 2006",
  "legislation_url": "https://openlegislation.uk/companies-act-2006",
  "path": "section/123",
  "kind": "section",
  "number": "123",
  "heading": "Single member companies",
  "text": "(1) 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.\n(2) 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—\n(a) a statement that the company has only one member, and\n(b) the date on which the company became a company having only one member.\n(3) 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—\n(a) a statement that the company has ceased to have only one member, and\n(b) the date on which that event occurred.\n(4) If a company makes default in complying with this section, an offence is committed by—\n(a) the company, and\n(b) every officer of the company who is in default.\n(5) 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.",
  "extent": null,
  "status": null,
  "version": "current",
  "annotations": [
    {
      "type": "F",
      "label": "F1",
      "text": "Words in s. 123(1) omitted (26.10.2023 but only so far as it confers a power to make regulations or relates to the exercise of the power, otherwise prosp.) by virtue of Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 46(10)(a), 219(1)(2)(b)"
    },
    {
      "type": "F",
      "label": "F2",
      "text": "Words in s. 123(2) omitted (26.10.2023 but only so far as it confers a power to make regulations or relates to the exercise of the power, otherwise prosp.) by virtue of Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 46(10)(b), 219(1)(2)(b)"
    },
    {
      "type": "F",
      "label": "F3",
      "text": "Words in s. 123(3) omitted (26.10.2023 but only so far as it confers a power to make regulations or relates to the exercise of the power, otherwise prosp.) by virtue of Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 46(10)(c), 219(1)(2)(b)"
    }
  ],
  "outstanding_effects": [],
  "provenance": {
    "source": "legislation.gov.uk",
    "source_url": "https://www.legislation.gov.uk/ukpga/2006/46/section/123",
    "retrieved_at": "2026-10-29T09:13:40.060156+00:00"
  },
  "licence": "Open Government Licence v3.0",
  "licence_url": "https://www.nationalarchives.gov.uk/doc/open-government-licence/version/3/",
  "attribution": "Contains public sector information licensed under the Open Government Licence v3.0. Source: legislation.gov.uk, The National Archives."
}