(This note is not part of the Regulations)
Section 45 of the Criminal Justice and Police Act 2001 inserted sections 723B to 723F into the Companies Act 1985 (“the 1985 Act”). Those sections provide for a system of granting confidentiality orders to directors and secretaries of companies formed under the 1985 Act and directors, secretaries and permanent representatives of oversea companies with a place of business, or a branch, in Great Britain within the meaning of the 1985 Act.
Confidentiality orders are granted to individuals on application to the Secretary of State when she is satisfied that the availability for inspection of the usual residential address of that individual in the records of the registrar of companies creates, or is likely to create, a serious risk that the individual, or a person who lives with him, will be subjected to violence or intimidation. The effect of the order is that all notifications to the registrar of companies subsequent to the granting of the order in respect of the usual residential address of the beneficiary of an order are kept as confidential records by the registrar which do not form part of his records available for public inspection. These Regulations make further provision for the implementation of the system and for supplemental and consequential amendments to the 1985 Act.
Part I of the Regulations makes provision for the application process. Regulation 2 provides for the manner of making applications, for the evidence to be delivered to the Secretary of State in support of the application, and prescribes a fee for an application. Regulation 3 empowers the Secretary of State to refer questions to other bodies for the purposes of deciding upon applications. Regulation 4 prescribes the manner in which the Secretary of State notifies the outcome of an application. Regulation 5 provides for appeals to the Court against the decision of the Secretary of State rejecting an application.
Part II of the Regulations makes provision for the address which is to appear on the public record of the registrar of companies on the granting of a confidentiality order in place of the usual residential address of the beneficiary of an order. Regulations 6, 7 and 8 specify how and to whom that address and any changes to it are to be notified in the circumstances set out in those regulations. Regulation 9 requires such an address to be the same in respect of all companies of which the beneficiary of an order is a director, secretary or permanent representative. It also defines the nature of a place that can be such an address and requires the address to be situated within the European Economic Area.
Part III of the Regulations makes provision for the duration, renewal and revocation of confidentiality orders. Regulation 10 determines the time for which confidentiality orders are to remain in force and makes provision for the operation of confidentiality orders when they are sought to be renewed. Regulation 11 describes the circumstances in which the Secretary of State may revoke confidentiality orders when orders have been obtained on false, misleading or inaccurate information, when certain information relating to the beneficiary required by the 1985 Act has not been delivered to the registrar within a prescribed period and where a service address does not comply with the requirements of Regulation 9. It provides for an order to be revoked where the beneficiary is also the beneficiary of a confidentiality order under the Limited Liability Partnerships (Particulars of Usual Residential Address) (Confidentiality Orders) Regulations 2002 and that order is revoked under those regulations. It also prescribes the procedure to be followed on the revocation of an order. Regulation 12 provides for notice to be given by a beneficiary of an order when it ceases to have effect.
Part IV of the Regulations makes provision for granting access to confidential records of the registrar and imposes a prohibition on the disclosure of relevant information as defined in section 723C(5) of the 1985 Act. Regulation 13 grants access to confidential records to the competent authorities listed in Schedule 1. Regulation 14 prohibits disclosure of relevant information by persons obtaining such information in the circumstances set out in paragraph (1) of that regulation, while the remaining paragraphs of the regulation provide exemptions from that prohibition.
Part V of the Regulations contains provisions on the manner and form of certain notices to be given to and by the Secretary of State under these Regulations (Regulation 15) and provision is made in Regulation 17 for breaches of the prohibition in Regulation 14 and for knowingly or recklessly making statements, false in a material particular, in an application under section 723B to constitute an offence. Regulation 16 makes the modifications in Schedule 2 to the enactments specified in that Schedule. The amendments seek to ensure that the enactments, under which companies formed under the 1985 Act (sections 10, 288, 289, 290 of, and Schedule 1 to, the 1985 Act) and oversea companies (sections 691, 692 of, and Schedule 21A to, the 1985 Act) are required to notify the usual residential address of directors, secretaries and permanent representatives, are modified to require notification of the service address of a beneficiary of an order to the registrar for the public record and the continued notification of changes in the particulars of the usual residential address of a beneficiary to the registrar for confidential records defined in section 723D of the 1985 Act. Schedule 2 (paragraph 2) also amends section 288 of the 1985 Act to remove the right of members of the company and the public to inspect that part of the register kept by a company under that section which contains particulars of the usual residential address of beneficiaries of confidentiality orders.