Palmer v P1 Pit Stop — courts can create & rectify the register of members

If your company has never kept a register of members, the court can still decide who owns the shares — and order you to create one.
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AuthorsTom Smith
7 min read

Our own Chris Fairhurst (far left), pictured with Group55, the winners of the BIBAs' Scale-Up Business of the Year award 2026
While scaling a business is exciting, it can also be one of the most challenging periods in the life of a company and the people running it. The best scale-up businesses make growth look straightforward from the outside. In reality, rapid expansion brings evolving challenges across people, process, leadership, cashflow and culture. Things that worked perfectly well when a business employed ten people can become much harder when there are 50, 100 or more.
The changing dynamics of scale-up businesses was one of the things that struck me the most while judging the Scale-Up Business of the Year category at this year’s Be Inspired Business Awards (BIBAs), run by the North & Western Lancashire Chamber of Commerce, which we were proud to sponsor.
The process was deliberately rigorous. It began with interviews at Preston North End in May, followed by the hugely enjoyable BIBAs on Tour, when the judging panel visited shortlisted businesses in their own environments. These visits are particularly valuable. They enable judges to get beyond the presentation and numbers, meet the people and see first-hand how growth is being created.
Six things stood out for me:
One of the first things that struck me is that there's no single blueprint for scaling a business.
Companies scale at different stages of their development and in very different ways. For some, growth might be relatively modest and incremental. For others, it can be genuinely transformative.
What matters is recognising when the opportunity is there and understanding what that next stage requires from the business. Sometimes companies spend years refining their offer or finding their place in the market before the opportunity to scale becomes clear.
The strongest businesses that we saw had reached the point where growth was no longer simply happening to them. They had identified an opportunity and made a conscious decision to pursue it.
There was a real passion behind the strongest businesses that we met.
Scaling is rarely something that happens by committee. Usually, there's an individual or a small leadership team with the ambition and determination to push the business forward.
This also requires an appetite for risk. Genuine scale often involves a leap of faith, for example taking on additional borrowing, investing in new premises, buying equipment or recruiting people before all the extra revenue has arrived.
Those decisions are never completely comfortable. Yet the scale-up leaders we met were prepared to make them because they believed strongly enough in where the business could get to.
A clear sense of direction tended to emerge once businesses had really understood where their strongest opportunity lay.
This doesn't necessarily happen on day one. Businesses can take wrong turns, experiment with different markets and learn lessons along the way. The important thing is recognising when you've found the product, service or niche that gives you a genuine platform for growth.
A scale-up journey isn't necessarily a straight line. Successful businesses find a strong niche, a product with real potential and a way of operating that they can take confidently to market. Once that opportunity becomes clear, successful scale-ups are prepared to double down on it.
Strong leadership matters but so does having the right people around that leader. One thing I noticed among the most impressive businesses was a willingness from leaders to give credit to the team around them. They may provide the vision and energy but they recognise that they can't execute the plan alone.
This becomes increasingly important as a business scales. The founder or chief executive can't continue to be involved in every decision, customer conversation or operational detail. You need capable people who understand the vision and can turn it into action. In many ways, building that team is just as important as having the original ambition to grow.
The best scale-ups design the growth journey. This means thinking ahead about people, processes, products, systems and physical capacity — rather than waiting until the business reaches breaking point.
One of the clearest examples from the judging process was seeing businesses investing in infrastructure with significant room to grow. The thinking wasn't simply about what they needed today but what the business might require at the next stage and the stage after that.
That's the difference between accidental growth and deliberate growth. Successful scaling requires a business to design its operating model so that it has the capacity to absorb growth, rather than constantly play catch-up with it.
No scale-up journey runs perfectly to plan.
The strongest businesses recognise that there will be mistakes, unexpected challenges and periods when things don't work out as intended. What matters is having the resilience to address those problems, learn from them and keep moving. Experience helps — as does surrounding yourself with people who can provide the right advice at the right moment.
This includes the management team as well as the wider network of lawyers, accountants, funders and other advisers supporting the business. As companies scale, the challenges inevitably become more complex. Having trusted advisers who understand the business and its ambitions can give leaders greater confidence to make those bigger decisions.

This year’s BIBAs reinforced the strength and depth of the businesses that we have here in Lancashire.
The standard throughout the Scale-Up Business of the Year category was exceptionally high. Every shortlisted business had its own approach to growth.
Unfortunately, I couldn't attend the awards ceremony at Blackpool Tower Ballroom this year but my colleague Chris Fairhurst had the pleasure of presenting the award on our behalf.
Huge congratulations to Group55, which was named Scale-Up Business of the Year 2026 and to every business that made the shortlist.
If there were some overriding lessons from the process, they were that successful scaling is about building the right foundations, making brave decisions at the right time, investing in people and maintaining a clear sense of where the business is going.
That's what turns growth into sustainable growth.
As a leading independent law firm with a national reach and office in Lancashire, we work with businesses throughout their growth journey, from ambitious SMEs and founder-led companies through to large and mid-sized organisations.
That means supporting entrepreneurs and management teams as they raise investment, recruit and reward people, enter new markets, acquire businesses, protect intellectual property, secure premises, strengthen governance and ultimately consider succession or exit.
What makes working with scale-up businesses particularly rewarding is that legal advice can't sit in isolation. You need to understand the ambition behind the business, the pressures that its leaders are facing and where they want to get to.
Our purpose is to demonstrate that business can bring about positive change by being innovative, diverse and sustainable. As a certified B Corp with hundreds of colleagues across Lancashire, Liverpool, Manchester, Leeds and London, that ambition also shapes the ways in which we support our clients.
Get in touch with our team today by giving us a call on 0333 004 4488, sending us an email at hello@brabners.com or completing our contact form.
Tom Smith
Tom is a Partner in our litigation team. He also leads our debt recovery practice.
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