The Companies (Particulars of Usual Residential Address) (Confidentiality Orders) Regulations 2002

Regulation 1

SCHEDULE 1 Competent Authorities

• the Secretary of State;

• the registrar and the registrar of companies for Northern Ireland;

• an inspector appointed under Part XIV of the Companies Act 1985 or regulation 30 of the Open-Ended Investment Companies Regulations 2001(1);

• any person authorised to exercise powers under section 447 of the Companies Act 1985, or section 84 of the Companies Act 1989(2);

• any person exercising functions conferred by Part VI of the Financial Services and Markets Act 2000(3) or the competent authority under that Part;

• a person appointed to make a report under section 166 of the Financial Services and Markets Act 2000;

• a person appointed to conduct an investigation under section 167 or 168(3) or (5) of the Financial Services and Markets Act 2000;

• an inspector appointed under section 284 of the Financial Services and Markets Act 2000;

• the Department of Enterprise, Trade and Investment in Northern Ireland;

• the Scottish Executive;

• the Scotland Office;

• the National Assembly for Wales;

• the Wales Office (Office of the Secretary of State for Wales);

• the Treasury;

• the Commissioners of HM Customs and Excise;

• the Commissioners of Inland Revenue;

• the Bank of England;

• the Director of Public Prosecutions and the Director of Public Prosecutions in Northern Ireland;

• the Serious Fraud Office;

• the Secret Intelligence Service;

• the Security Service;

• the Financial Services Authority;

• the Competition Commission;

• the Occupational Pensions Regulatory Authority;

• the Panel on Takeovers and Mergers;

• the Chief Registrar of Friendly Societies and the Registrar for Credit Unions and Industrial and Provident Societies for Northern Ireland;

• the Director General of Fair Trading;

• the Office of the Information Commissioner;

• the Friendly Societies Commission;

• a local weights and measures authority;

• the Charity Commission;

• an official receiver appointed under section 399 of the Insolvency Act 1986(4);

• a person acting as an insolvency practitioner within the meaning of section 388 of the Insolvency Act 1986;

• an inspector appointed under Part XV of the Companies (Northern Ireland) Order 1986(5) or Regulation 22 of the Open-Ended Investment Companies (Companies with Variable Capital) Regulations (Northern Ireland) 1997(6);

• any person authorized to exercise powers under Article 440 of the Companies (Northern Ireland) Order 1986;

• the Official Receiver for Northern Ireland;

• a police force;

• any procurator fiscal;

• an overseas regulatory authority within the meaning of section 82 of the Companies Act 1989.

Regulation 16

SCHEDULE 2

1.—(1) Section 10 of the 1985 Act is amended as follows—

(2) insert after subsection (2)—

“(2A) Where any statement delivered under subsection (2) includes an address specified in reliance on paragraph 5 of Schedule 1 there shall be delivered with the statement, a statement in the prescribed form containing particulars of the usual residential address of the director or secretary whose address is so specified.”;

(3) insert in subsection (3) after the words “The statement” the words “under subsection (2)”.

2.—(1) Section 288(7) of the 1985 Act is amended as follows—

(2) insert after subsection (5)

“(5A) Where a confidentiality order made under section 723B is in force in respect of a director or secretary of a company, subsections (3) and (5) shall not apply in relation to that part of the register of the company as contains particulars of the usual residential address of that individual.”;

(3) subsection (7) is repealed.

3.—(1) Section 289(8) of the 1985 Act is amended as follows—

(2) insert after subsection (1)—

“(1A) Where a confidentiality order made under section 723B is in force in respect of a director, the register shall contain, in addition to the particulars specified in subsection (1)(a), such address as is for the time being notified by the director to the company under regulations made under sections 723B to 723F.”.

4.—(1) Section 290(9) of the 1985 Act is amended as follows—

(2) insert after subsection (1)—

“(1A) Where a confidentiality order made under section 723B is in force in respect of a secretary the register shall contain, in addition to the particulars specified in subsection (1)(a), such address as is for the time being notified by the secretary to the company under regulations made under sections 723B to 723F.”.

5.—(1) section 691(10) of the 1985 Act is amended as follows—

(2) insert after the word “containing” in subsection (1)(b)(i) the words “(subject to subsection (5)).”

(3) insert after subsection (4A)—

“(5) Where a confidentiality order made under section 723B is in force in respect of a director or secretary required to be specified in the list under subsection (1)(b)(i)—

(a) if the order is in respect of a director, subsection (2) has effect in respect of that director as if the reference in subsection (2)(a)(iii) to his usual residential address were a reference to the address for the time being notified by him to the company under regulations made under sections 723B to 723F;

(b) if the order is in respect of a secretary, subsection (3) has effect in respect of that secretary as if the reference in subsection (3)(a) to his usual residential address were a reference to the address for the time being notified by him to the company under such regulations; and

(c) in either case the company shall deliver to the registrar, in addition to the return required by subsection (1), a return in the prescribed form containing the usual residential address of the director or secretary to whom the confidentiality order relates, and any such return shall be delivered to the registrar within one month of the company establishing a place of business in Great Britain.”.

6.—(1) Section 692 of the 1985 Act is amended as follows—

(2) insert after subsection (1)—

“(1A) If an individual in respect of whom a confidentiality order under section 723B is in force becomes a director or secretary of an oversea company—

(a) the return required to be delivered to the registrar under subsection (1) shall contain the address for the time being notified by the director or secretary to the company under regulations made under sections 723B to 723F, but shall not contain his usual residential address; and

(b) with that return the company shall deliver to the registrar a return in the prescribed form containing the usual residential address of that director or secretary.

(1B) If a confidentiality order under section 723B is made in respect of an existing director or secretary of an oversea company, the company shall within the time specified below deliver to the registrar of companies for registration a return in the prescribed form containing the address for the time being notified to it by the director or secretary under regulations made under sections 723B to 723F.

(1C) If while a confidentiality order made under section 723B is in force in respect of a director or secretary of an oversea company there is an alteration in his usual residential address, the company shall within the time specified below deliver to the registrar of companies for registration a return in the prescribed form containing the new address.”.

(3) In subsection (3), after “subsections (1)” insert “, (1B), (1C)”.

7.—(1) Schedule 1(11) to the 1985 Act is amended as follows—

(2) insert after paragraph 4—

“5 Where a confidentiality order made under section 723B is in force in respect of any individual named as a director or secretary, paragraphs 1(a) and 3(1)(a) have effect as if the references to the usual residential address of the individual were references to the address for the time being notified by him under regulations made under sections 723B to 723F to any companies or oversea companies of which he is a director, secretary or permanent representative, or, if he is not such a director, secretary or permanent representative either the address specified in his application for a confidentiality order under regulations made under section 723B or the address last notified by him under regulations made under sections 723B to 723F as the case may be.”.

8.—(1) Schedule 21A(12) to the 1985 Act is amended as follows—

(2) insert after the word “containing” in paragraph 2(1)(d) and after the words “names and” in paragraph 3(f) the words “(subject to paragraph 4A)”;

(3) insert after paragraph 4—

“4A Where a confidentiality order made under section 723B is in force in respect of a director or secretary required to be specified in the list under paragraph 2(1)(d) or a permanent representative required to be specified in the list under paragraph 3(f)—

(a) if the order is in respect of a director, paragraph 2(1)(d) has effect in respect of that director as if the reference in paragraph 2(3)(a)(iii) to his usual residential address were a reference to the address for the time being notified by him to the company under regulations made under sections 723B to 723F;

(b) if the order is in respect of a secretary, paragraph 2(1)(d) has effect in respect of that secretary as if the reference in paragraph 2(4)(a) to his usual residential address were a reference to the address for the time being notified by him to the company under such regulations;

(c) if the order is in respect of a permanent representative, paragraph 3(f) has effect in respect of that representative as if the reference to his usual residential address were a reference to the address for the time being notified by him to the company under such regulations; and

(d) in any case the company shall deliver to the registrar, in addition to the return required by paragraph 1(1) a return in the prescribed form containing particulars of the usual residential address of the director, secretary or permanent representative to whom the confidentiality order relates, and any such return shall be delivered to the registrar within one month of having opened a branch in a part of Great Britain.”.

(4) insert after paragraph 8—

“9.— (1) If an individual in respect of whom a confidentiality order under section 723B is in force becomes a director, secretary or permanent representative of a company that has delivered a return under paragraph 1(1)—

(a) the return required to be delivered to the registrar under paragraph 7(1) shall contain the address for the time being notified to the company by the director, secretary or permanent representative under regulations made under sections 723B to 723F, but shall not contain his usual residential address; and

(b) with the return under paragraph 7(1) the company shall deliver to the registrar a return in the prescribed form containing the usual residential address of that director, secretary or permanent representative.

(2) If after a company has delivered a return under paragraph 1(1) a confidentiality order under section 723B is made in respect of an existing director, secretary or permanent representative of the company, the company shall within the time specified below deliver to the registrar of companies for registration a return in the prescribed form containing the address for the time being notified to it by the director, secretary or permanent representative under regulations made under sections 723B to 723F.

(3) Sub-paragraph (4) applies if, at any time after a company has delivered a return under paragraph 1(1), there is an alteration in the usual residential address of a director, secretary or permanent representative of the company in respect of whom a confidentiality order under section 723B is in force.

(4) The company shall within the time specified below deliver to the registrar of companies for registration a return in the prescribed form containing the new address.

(5) The time for the delivery of a return required by sub-paragraph (2) or (4) is 21 days after the date on which notice of the alteration in question could have been received in Great Britain in due course of post (if despatched with due diligence).

(6) Where a company has more than one branch in Great Britain and any provision of this paragraph requires a return to be made to the registrar, that provision requires the company to deliver a return in respect of each of the branches; but a return which gives the branch numbers of two or more such branches shall be treated as a return in respect of each branch whose number is given.”.

(1)

S.I. 2001/1228.

(2)

1989 c. 40.

(3)

2000 c. 8.

(4)

1986 c. 45.

(5)

1986/1032 (N.I. 6).

(6)

S.R.N.I. 1997/251.

(7)

Section 288 was amended by section 143 of the Companies Act 1989 c. 40, and section 45 of the Criminal Justice and Police Act 2001 c. 16.

(8)

Section 289 was amended by section 145 of the Companies Act 1989 c. 40, and the Companies Act 1985 (Audit Exemption) (Amendment) Regulations 2000, S.I. 2000/1430.

(9)

Section 290 was amended by section 145 of the Companies Act 1989 c. 40.

(10)

Section 691 was amended by section 145 of the Companies Act 1989, and the Companies Act 1985 (Electronic Communications) Order 2000, S.I. 2000/3373.

(11)

Schedule 1 was amended by section 145 of the Companies Act 1989 c. 40 and by the Companies Act 1985 (Audit Exemption) (Amendment) Regulations 2000 S.I. 2000/1430.

(12)

Schedule 21A was amended by the Oversea Companies and Credit and Financial Institutions (Branch Disclosure) Regulations 1992 S.I. 1992/3179.