C8Part 10A company's directors

Annotations:
Modifications etc. (not altering text)

Chapter 8Directors' residential addresses: protection from disclosure

C1C9240Protected information

1

This Chapter makes provision for protecting, in the case of a company director who is an individual—

a

information as to his usual residential address;

b

the information that his service address is his usual residential address.

2

That information is referred to in this Chapter as “protected information”.

3

Information does not cease to be protected information on the individual ceasing to be a director of the company.

References in this Chapter to a director include, to that extent, a former director.

C2C10241Protected information: restriction on use or disclosure by company

1

A company must not use or disclose protected information about any of its directors, except—

a

for communicating with the director concerned,

b

in order to comply with any requirement of the Companies Acts as to particulars to be sent to the registrar, or

c

in accordance with section 244 (disclosure under court order).

2

Subsection (1) does not prohibit any use or disclosure of protected information with the consent of the director concerned.

C3C11242Protected information: restriction on use or disclosure by registrar

1

The registrar must omit protected information from the material on the register that is available for inspection where—

a

it is contained in a document delivered to him in which such information is required to be stated, and

b

in the case of a document having more than one part, it is contained in a part of the document in which such information is required to be stated.

2

The registrar is not obliged—

a

to check other documents or (as the case may be) other parts of the document to ensure the absence of protected information, or

b

to omit from the material that is available for public inspection anything registered before this Chapter comes into force.

3

The registrar must not use or disclose protected information except—

a

as permitted by section 243 (permitted use or disclosure by registrar), or

b

in accordance with section 244 (disclosure under court order).

I1C4C12243Permitted use or disclosure by the registrar

1

The registrar may use protected information for communicating with the director in question.

2

The registrar may disclose protected information—

a

to a public authority specified for the purposes of this section by regulations made by the Secretary of State, or

b

to a credit reference agency.

3

The Secretary of State may make provision by regulations—

a

specifying conditions for the disclosure of protected information in accordance with this section, and

b

providing for the charging of fees.

4

The Secretary of State may make provision by regulations requiring the registrar, on application, to refrain from disclosing protected information relating to a director to a credit reference agency.

5

Regulations under subsection (4) may make provision as to—

a

who may make an application,

b

the grounds on which an application may be made,

c

the information to be included in and documents to accompany an application, and

d

how an application is to be determined.

6

Provision under subsection (5)(d) may in particular—

a

confer a discretion on the registrar;

b

provide for a question to be referred to a person other than the registrar for the purposes of determining the application.

7

In this section—

  • “credit reference agency” means a person carrying on a business comprising the furnishing of information relevant to the financial standing of individuals, being information collected by the agency for that purpose; and

  • “public authority” includes any person or body having functions of a public nature.

8

Regulations under this section are subject to negative resolution procedure.

C5C13244Disclosure under court order

1

The court may make an order for the disclosure of protected information by the company or by the registrar if—

a

there is evidence that service of documents at a service address other than the director's usual residential address is not effective to bring them to the notice of the director, or

b

it is necessary or expedient for the information to be provided in connection with the enforcement of an order or decree of the court,

and the court is otherwise satisfied that it is appropriate to make the order.

2

An order for disclosure by the registrar is to be made only if the company—

a

does not have the director's usual residential address, or

b

has been dissolved.

3

The order may be made on the application of a liquidator, creditor or member of the company, or any other person appearing to the court to have a sufficient interest.

4

The order must specify the persons to whom, and purposes for which, disclosure is authorised.

C6C14245Circumstances in which registrar may put address on the public record

1

The registrar may put a director's usual residential address on the public record if—

a

communications sent by the registrar to the director and requiring a response within a specified period remain unanswered, or

b

there is evidence that service of documents at a service address provided in place of the director's usual residential address is not effective to bring them to the notice of the director.

2

The registrar must give notice of the proposal—

a

to the director, and

b

to every company of which the registrar has been notified that the individual is a director.

3

The notice must—

a

state the grounds on which it is proposed to put the director's usual residential address on the public record, and

b

specify a period within which representations may be made before that is done.

4

It must be sent to the director at his usual residential address, unless it appears to the registrar that service at that address may be ineffective to bring it to the individual's notice, in which case it may be sent to any service address provided in place of that address.

5

The registrar must take account of any representations received within the specified period.

6

What is meant by putting the address on the public record is explained in section 246.

C7C15246Putting the address on the public record

1

The registrar, on deciding in accordance with section 245 that a director's usual residential address is to be put on the public record, shall proceed as if notice of a change of registered particulars had been given—

a

stating that address as the director's service address, and

b

stating that the director's usual residential address is the same as his service address.

2

The registrar must give notice of having done so—

a

to the director, and

b

to the company.

3

On receipt of the notice the company must—

a

enter the director's usual residential address in its register of directors as his service address, and

b

state in its register of directors' residential addresses that his usual residential address is the same as his service address.

F23A

But—

a

subsection (3)(a) does not apply if an election under section 167A is in force in respect of the company's register of directors, and

b

subsection (3)(b) does not apply if an election under section 167A is in force in respect of the company's register of directors' residential addresses.

4

If the company has been notified by the director in question of a more recent address as his usual residential address, it must—

a

enter that address in its register of directors as the director's service address, and

b

give notice to the registrar as on a change of registered particulars.

F34A

If an election under section 167A is in force in respect of the company's register of directors, the company must, in place of doing the things mentioned in subsection (4)(a) and (b), deliver the particulars to the registrar in accordance with section 167D.

5

If a company fails to comply with subsection (3) F4, (4) or (4A), an offence is committed by—

a

the company, and

b

every officer of the company who is in default.

6

A person guilty of an offence under subsection (5) is liable on summary conviction to a fine not exceeding level 5 on the standard scale and, for continued contravention, a daily default fine not exceeding F1one-tenth of level 5 on the standard scaleF1one-tenth of the greater of £5,000 or level 4 on the standard scale.

7

A director whose usual residential address has been put on the public record by the registrar under this section may not register a service address other than his usual residential address for a period of five years from the date of the registrar's decision.