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Statutory Instruments

2009 No. 214

Companies

The Companies (Disclosure of Address) Regulations 2009

Made

1st February 2009

Coming into force

1st October 2009

The Secretary of State makes the following Regulations in exercise of the powers conferred by sections 243(2), (3), (4), (5) and (6), 1088(1), (2), (3) and (5), and 1292(1) and (4) of the Companies Act 2006 M1.

In accordance with sections 1088(6), 1290 and 1292(4) of that Act, a draft of this instrument was laid before Parliament and approved by a resolution of each House of Parliament.

Modifications etc. (not altering text)

C2Regulations applied (with modifications) (8.7.2021) by The Payment and Electronic Money Institution Insolvency Regulations 2021 (S.I. 2021/716), reg. 2, Sch. 3 paras. 2, 3 (with reg. 5) (as amended (4.1.2024) by S.I. 2023/1399, regs. 1(2), 4)

Marginal Citations

M12006 c.46. Section 1292(4) of the Companies Act 2006 provides that any provision which may be made by regulations under that Act subject to negative resolution procedure may be made by regulations subject to affirmative resolution procedure.

PART 1 U.K.

Citation, commencement and interpretationU.K.

1.—(1) These Regulations may be cited as the Companies (Disclosure of Address) Regulations 2009 and come into force on 1st October 2009.

(2) In these Regulations—

“the Act” means the Companies Act 2006 and, unless the context otherwise requires, any reference to a numbered section is to a section so numbered in that Act;

“the 1985 Act” means the Companies Act 1985 M2;

“the 1986 Order” means the Companies (Northern Ireland) Order 1986 M3;

[F1“the 2016 Regulations” means the Register of People with Significant Control Regulations 2016;]

“confidentiality order” means an order under section 723B of the 1985 Act M4 (confidentiality orders);

“former name” means a name by which an individual was formerly known and which has been notified to the registrar under section 10 (documents to be sent to the registrar) or section 288 (register of directors and secretaries) of the 1985 Act, or Article 21 or 296 of the 1986 Order, [F2or regulation 80C of the SEs Regulations, or regulation 79 of the old SEs Regulations, or regulation 77 of the Northern Ireland SEs Regulations,] or section 12 (statement of proposed officers) or section 167 (duty to notify registrar of changes) of the Act;

“limited liability partnership” means a limited liability partnership incorporated under the Limited Liability Partnerships Act 2000 M5 or Limited Liability Partnerships Act (Northern Ireland) 2002 M6;

“name” means a person's Christian name (or other forename) and surname, except that in the case of—

(a)

a peer; or

(b)

an individual usually known by a title,

the title may be stated instead of his Christian name (or other forename) and surname or in addition to either or both of them;

[F3“the Northern Ireland SEs Regulations” means the European Public Limited-Liability Company Regulations (Northern Ireland) 2004 [F4as they had effect at the time the address was filed];]

[F3“the old SEs Regulations” means the SEs Regulations, disregarding the amendments made by the European Public Limited-Liability Company (Amendment) Regulations 2009;]

“permanent representative” means an individual who was a permanent representative for the purposes of sections 723B and 723C (effect of confidentiality orders) of the 1985 Act M7;

[F5“police force” means—

(a)

a police force within the meaning of section 101(1) of the Police Act 1996 (interpretation),

(b)

the Police Service of Scotland within the meaning of section 6 of the Police and Fire Reform (Scotland) Act 2012 (the Police Service of Scotland),

(c)

the Police Service of Northern Ireland and the Police Service of Northern Ireland Reserve within the meaning of section 1 of the Police (Northern Ireland) Act 2000 (name of the police in Northern Ireland),]

[F1“registrable person” means a registrable person under Part 21A of the Act;]

“relevant body” means any police force and any other person whom the registrar considers may be able to assist in answering a question referred to that person by the registrar under these Regulations;

“relevant organisation” means the Government Communications Headquarters, the Secret Intelligence Service [F6or] the Security Service F7...;

[F3“the SEs Regulations” means the European Public Limited-Liability Company Regulations 2004 [F8as they had effect at the time the address was filed];]

“section 243 applicant” means an individual by whom or in respect of whom a section 243 application has been made but in respect of which application the registrar either has not made a determination, or has made a determination, not being a section 243 decision, and any appeal to the court in respect of that application under regulation 14 has not been determined by the court;

[F9“section 243 application” means an application under section 243(4) (permitted disclosure by the registrar) for the purpose of requiring the registrar to refrain from disclosing protected information relating to a director to a credit reference agency;]

“section 243 beneficiary” means—

(a)

an individual who has made a section 243 application in respect of which a section 243 decision has been made; or

(b)

an individual on whose behalf a company or a subscriber to a memorandum of association has made a section 243 application in respect of which a section 243 decision has been made; or

(c)

an individual in relation to whom a confidentiality order was in force immediately before 1st October 2009 and who, by paragraph 37 of Schedule 2 to the Companies Act 2006 (Commencement No. 8, Transitional Provisions and Savings) Order 2008 M8 is treated as having made a section 243 application in respect of which a section 243 decision has been made;

“section 243 decision” means a determination by the registrar on a section 243 application in favour of the applicant;

“section 1088 application” means an application under section 1088 [F10(power to make regulations protecting material)] for the purpose of requiring the registrar to make an address on the register unavailable for public inspection;

“section 1088 beneficiary” means a person who has made a section 1088 application in respect of which a section 1088 decision has been made;

“section 1088 decision” means a determination by the registrar on a section 1088 application [F11under regulation 10(1) or 11(1)] in favour of the applicant;

F12...; and

“working day” means a day that is not a Saturday or Sunday, Christmas Day, Good Friday or any day that is a bank holiday under the Banking and Financial Dealings Act 1971 M9 in England and Wales.

Textual Amendments

F12Words in reg. 1 revoked by virtue of the substitution of the enabling provision 2006 c. 46, s. 243(2) (4.3.2024) by Economic Crime and Corporate Transparency Act 2023 (c. 56), s. 219(1), Sch. 3 para. 3(2); S.I. 2024/269, reg. 2

Marginal Citations

M7Sections 723B and 723C were inserted by section 45 of the Criminal Justice and Police Act 2001.

PART 2U.K.DISCLOSURE OF PROTECTED INFORMATION

Permitted disclosure by the registrar to specified public authoritiesU.K.

F132.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

F13Reg. 2 revoked by virtue of the substitution of the enabling provision 2006 c. 46, s. 243(2) (4.3.2024) by Economic Crime and Corporate Transparency Act 2023 (c. 56), s. 219(1), Sch. 3 para. 3(2); S.I. 2024/269, reg. 2

Permitted disclosure by the registrar to credit reference agenciesU.K.

3.—(1) Subject to regulation 4, the registrar may disclose protected information to a credit reference agency where the conditions specified in paragraphs 6 to 10 of Schedule 2 are satisfied.

(2) The registrar may rely on a statement delivered to him by a credit reference agency under paragraph 10 of Schedule 2 as sufficient evidence of the matters stated in it.

(3) Notwithstanding paragraph (2), a credit reference agency shall deliver to the registrar such information or evidence in addition to the statement required by paragraph 10 of Schedule 2 as he may direct for the purpose of enabling him to determine in accordance with these Regulations whether to disclose protected information.

(4) The registrar may require such information or evidence to be verified in such manner as he may direct.

(5) The credit reference agency must inform the registrar immediately of any change in respect of any statement delivered to the registrar pursuant to Schedule 2 or information or evidence provided for the purpose of enabling the registrar to determine whether to disclose protected information.

Registrar to refrain from disclosure of protected informationU.K.

4.  The registrar shall refrain from disclosing protected information to a credit reference agency if such information relates to a section 243 beneficiary or a section 243 applicant.

Application under section 243 by an individualU.K.

5.—(1) A section 243 application may be made to the registrar by an individual who is, or proposes to become, a director.

(2) The grounds on which an application under paragraph (1) may be made are that the individual making the application—

(a)[F14reasonably believes] that there is a serious risk that he, or a person who lives with him, will be subjected to violence or intimidation as a result of the activities of at least one of—

(i)the companies of which he is, or proposes to become, a director;

(ii)the companies of which he was a director;

[F15(iia)the companies of which that individual is, or proposes to become, a registrable person;

(iib)the companies of which that individual used to be a registrable person;]

(iii)the overseas companies of which he is or has been a director, secretary or permanent representative; or,

(iv)the limited liability partnerships of which he is or has been a member; F16...

[F17(v)the limited liability partnerships of which that individual proposes to become a member;

(vi)the limited liability partnerships of which that individual is, or proposes to become, a registrable person under Part 21A of the Act as applied to LLPs by the Limited Liability Partnerships (Register of People with Significant Control) Regulations 2016; or

(vii)the limited liability partnerships of which that individual used to be a registrable person under Part 21A of the Act as applied to LLPs by the Limited Liability Partnerships (Register of People with Significant Control) Regulations 2016.]

(b)is or has been employed by a relevant [F18organisation [F19or a police force, or is or has been a constable in a police force]; or

(c)is the subject of an application made under regulation 25, 26 or 27 of the 2016 Regulations which has been determined by the registrar in favour of the applicant and that determination has not ceased to have effect under regulation 31 of those Regulations.]

(3) The application shall—

(a)contain—

(i)a statement of the grounds on which the application is made;

(ii)the name and any former name of the applicant;

(iii)the date of birth of the applicant;

(iv)the usual residential address of the applicant;

[F20(iva)the e-mail address of the applicant, if any;]

(v)where the registrar has allocated a unique identifier to the applicant, that unique identifier;

(vi)the name and registered number of each company of which the applicant is, or proposes to become, a director;

[F21(via)the name and registered number of each company of which the applicant is, or proposes to become, a registrable person;]

(vii)where the grounds of the application are those described in paragraph [F22(2)(a)(ii), (iia), (iib), (iii) or (iv)], the name and registered number of the company, overseas company or limited liability partnership; F23...

[F24(viii)where the grounds of the application are those described in paragraph (2)(c), the name and registered number of the company in relation to which the determination was made, unless the determination relates to a proposed company which was never incorporated; and]

[F25(b)where the grounds of the application are those described in paragraph (2)(a) or (2)(b), be accompanied by evidence which supports the applicant's statement of the grounds on which the application is made.]

(4) The registrar may refer to a relevant body any question relating to an assessment of—

(a)where the grounds of the application are those described in paragraph (2)(a), the nature and extent of any risk of violence or intimidation considered by the applicant to arise in relation to himself, or to a person who lives with him; or

(b)where the grounds of the application are those described in paragraph (2)(b), whether the applicant is or has been employed by a relevant organisation [F26or a police force, or is or has been a constable in a police force].

[F27(5) The registrar must determine the application and, within 7 days beginning with the date that the determination is made, send to the applicant notice of the determination.

(6) Where the application is unsuccessful, the notice under paragraph (5) must inform the applicant of the applicant's right to apply for permission to appeal against the determination within 28 days beginning with the date of the notice.]

Textual Amendments

[F28Application under section 243 by a companyU.K.

6.—(1) A company (“the applicant”) may make a section 243 application to the registrar relating to an individual (“D”) who is, or proposes to become, a director of the company.

(2) A company may only make an application under paragraph (1) where D has given consent for the company to make the application on D's behalf.

(3) The grounds on which an application under paragraph (1) may be made are that—

(a)the applicant reasonably believes that there is a serious risk that D, or a person who lives with D, will be subjected to violence or intimidation as a result of the applicant's activities; or

(b)D is the subject of an application made under regulation 25, 26 or 27 of the 2016 Regulations which has been determined by the registrar in favour of the applicant and that determination has not ceased to have effect under regulation 31 of those Regulations.

(4) Where the grounds of the application are those described in paragraph (3)(b), the application must only relate to one individual who is, or proposes to become, a director of the company.

(5) The application must contain—

(a)a statement of the grounds on which the application is made;

(b)confirmation that D consents to the making of the application;

(c)the name and registered number of the applicant;

(d)the address of the registered office of the applicant;

(e)the e-mail address of the applicant, if any;

(f)the name and any former name of D;

(g)the date of birth of D;

(h)the usual residential address of D;

(i)the e-mail address of D, if any;

(j)where the registrar has allocated a unique identifier to D, that unique identifier;

(k)where D is a director of another company, the name and registered number of that company; and

(l)where the grounds of the application are those described in paragraph (3)(b), the name and registered number of the company in relation to which the determination was made, unless the determination relates to a proposed company which was never incorporated.

(6) Where the grounds of the application are those described in paragraph (3)(a), the application must be accompanied by evidence which supports the applicant's statement of the grounds on which the application is made.

(7) The registrar may refer to a relevant body any question relating to an assessment of the nature or extent of any risk of violence or intimidation.

(8) The registrar must determine the application and, within 7 days beginning with the date that the determination is made, send to the applicant and to D notice of the determination.

(9) Where the application is unsuccessful, the notice under paragraph (8) must inform the applicant of the applicant's right to apply for permission to appeal against the determination within 28 days beginning with the date of the notice.]

Textual Amendments

[F28Application under section 243 by a subscriber to a memorandum of associationU.K.

7.—(1) A subscriber to a memorandum of association (“the applicant”) may make a section 243 application to the registrar relating to an individual (“D”) who proposes to become, on or after the formation of the company to which the memorandum relates, a director of the company.

(2) A subscriber to a memorandum of association may only make an application under paragraph (1) where D has given consent for the subscriber to make the application on D's behalf.

(3) The grounds on which an application under paragraph (1) may be made are that—

(a)the applicant reasonably believes that there is a serious risk that D, or a person who lives D, will be subjected to violence or intimidation as a result of the proposed activities of the proposed company to which the memorandum relates; or

(b)D is the subject of an application made under regulation 25, 26 or 27 of the 2016 Regulations which has been determined by the registrar in favour of the applicant and that determination has not ceased to have effect under regulation 31 of those Regulations.

(4) Where the grounds of the application are those described in paragraph (3)(b), the application must only relate to one individual who proposes to become a director in relation to the proposed company.

(5) The application must contain—

(a)a statement of the grounds on which the application is made;

(b)confirmation that D consents to the making of the application;

(c)the name and any former name of the applicant;

(d)the usual residential address of the applicant;

(e)the e-mail address of the applicant, if any;

(f)the name of the proposed company to which the memorandum relates;

(g)the name and any former name of D;

(h)the date of birth of D;

(i)the usual residential address of D;

(j)the e-mail address of D, if any;

(k)where the registrar has allocated a unique identifier to D, that unique identifier;

(l)where D is a director of another company, the name and registered number of that company; and

(m)where the grounds of the application are those described in paragraph (3)(b), the name and registered number of the company in relation to which the determination was made, unless the determination relates to a proposed company which was never incorporated.

(6) Where the grounds of the application are those described in paragraph (3)(a), the application must be accompanied by evidence which supports the applicant's statement of the grounds on which the application is made.

(7) The registrar may refer to a relevant body any question relating to an assessment of the nature or extent of any risk of violence or intimidation.

(8) The registrar must determine the application and, within 7 days beginning with the date that the determination is made, send to the applicant and to D notice of the determination.

(9) Where the application is unsuccessful, the notice under paragraph (8) must inform the applicant of the applicant's right to apply for permission to appeal against the determination within 28 days beginning with the date of the notice.]

Textual Amendments

Matters relating to a section 243 applicationU.K.

8.—(1) For the purpose of regulations 5, 6 and 7 the registrar may direct that additional information or evidence should be delivered to him, what such information or evidence should be and how it should be verified.

(2) The registrar shall not make available for public inspection—

(a)any section 243 application; or

(b)any documents provided in support of that application.

(3) For the purpose of determining any section 243 application the registrar may accept any answer to a question referred in accordance with regulation 5(4), [F296(7) or 7(7)] as providing sufficient evidence of—

(a)the nature and extent of any risk relevant to—

(i)where the grounds of the application are those described in regulation 5(2)(a), the applicant;

(ii)where the grounds of the application are those described in regulation [F306(3)(a)], the directors on behalf of whom the application is made;

(iii)where the grounds of the application are those described in regulation [F317(3)(a)], the proposed directors on behalf of whom the application is made,

or to persons who live with any of the above individuals, or

(b)whether an applicant is or has been employed by a relevant organisation [F32or a police force, or is or has been a constable in a police force].

Textual Amendments

PART 3 U.K.APPLICATION TO MAKE AN ADDRESS UNAVAILABLE FOR PUBLIC INSPECTION UNDER SECTION 1088

[F33Application under section 1088 to make an address unavailable for public inspection by an individualU.K.

9.—(1) Where an individual’s usual residential address is on the register, that individual may make a section 1088 application in respect of that address, where that address was placed on the register in the individual’s capacity as—

(a)a proposed director or director or manager under—

(i)section 10 (documents to be sent to registrar), 288 (register of directors and secretaries), 363 (duty to deliver annual returns), 686 (other requirements for registration), 691 (documents to be delivered to registrar) or 692 (registration of altered particulars) of, or paragraph 2 of Schedule 21A (branch registration under the eleventh company law directive (89/666/EEC)) to, the 1985 Act,

(ii)article 21 (documents to be sent to registrar), 296 (register of directors and secretaries), 371 (duty to deliver annual returns), 635 (other requirements for registration), 641 (documents to be delivered to registrar) or 642 (registration of altered particulars) of, or paragraph 2 of Schedule 20A (branch registration under the eleventh company law directive (89/666/EEC)) to, the 1986 Order,

(iii)section 855 (contents of annual return: general),

(iv)section 12 (statement of proposed officers), 167 (duty to notify registrar of changes) or 167D (duty to notify registrar of changes), or regulations made under sections 1040 (companies authorised to register under this Act) or 1046 (duty to register particulars),

(v)regulation 83 (registration of a public company by the conversion of an SE) of the Northern Ireland SEs Regulations,

(vi)regulation 85 (registration of a public company by the conversion of an SE) of the SEs Regulations;

(b)a permanent representative under Schedule 21A to the 1985 Act, Schedule 20A to the 1986 Order or regulations made under section 1046;

(c)a proposed secretary or secretary under—

(i)section 10, 288, 363, 691 or 692 of, or paragraph 2 of Schedule 21A to, the 1985 Act,

(ii)article 21, 296, 371, 641 or 642 of, or paragraph 2 of Schedule 20A to, the 1986 Order,

(iii)section 855,

(iv)section 12, 95 (statement of proposed secretary), 276 (duty to notify registrar of changes), 279A (right to make an election) or 279D (duty to notify registrar of changes), or regulations made under sections 1040 or 1046,

(v)regulation 83 of the Northern Ireland SEs Regulations,

(vi)regulation 85 of the SEs Regulations;

(d)a proposed member or member of a Societas Europaea [F34or a member of a United Kingdom Societas] under—

(i)regulation 79 (register of members of supervisory organ) of the old SEs Regulations,

(ii)regulations 5 to 10 (registration of an SE) or 77 (register of members of supervisory organ) of the Northern Ireland SEs Regulations,

(iii)regulations 5 to 10 (registration of an SE) or 80C (duty to notify registrar of changes) of the SEs Regulations;

(e)a registrable person under—

(i)regulations 5 to 10 or 85 of the SEs Regulations,

(ii)section 9 (registration documents), 853I (duty to deliver information about people with significant control) or any obligation in Part 21A (information about people with significant control);

(f)a subscriber under—

(i)section 10 of the 1985 Act,

(ii)article 21 of the 1986 Order,

(iii)section 9 or regulations made under section 1040,

or any other obligation to file a memorandum of association;

(g)as a member or former member under—

(i)section 88 (return as to allotments, etc.), 684 (requirements for registration by joint stock companies) or 363 of the 1985 Act,

(ii)article 98 (return as to allotments, etc.), 633 (requirements for registration by joint stock companies) or 371 of the 1986 Order,

(iii)section 854 (duty to deliver annual returns) or regulations made under section 1040,

(iv)128B (right to make an election), 128E (duty to notify registrar of changes) or 853G (duty to deliver shareholder information: certain traded companies),

or any other obligation to file with the registrar an annual return or a return of allotment of shares;

(2) The application must contain—

(a)the name and any former name of the applicant;

(b)the usual residential address of the applicant that is to be made unavailable for public inspection;

(c)an address for correspondence in respect of the application;

(d)the name and registered number of each company in respect of which the applicant has indicated in the application that the applicant’s usual residential address was placed on the register;

(e)in respect of each company falling within sub-paragraph (d)—

(i)the name of the document in which that usual residential address appears on the register,

(ii)where that document is a form, the number and title of the form, and

(iii)the registration date of that document;

(f)where the application includes a company which is required to maintain a current address for the applicant on the register, the service address which is to replace the usual residential address;

(g)the date of birth of the applicant; and

(h)where the registrar has allotted a unique identifier to the applicant, that unique identifier.]

Textual Amendments

Application under section 1088 to make an address unavailable for public inspection by a companyU.K.

10.—(1) A section 1088 application may be made to the registrar by a company in respect of the addresses of—

(a)all of its members and former members whose addresses were contained in—

(i)an annual return; or

(ii)a return of allotment of shares,

F35...; or

(b)the subscribers to its memorandum of association [F36, statement of capital and initial shareholdings or statement of guarantee.] F37...

(2) The grounds on which an application under paragraph (1) may be made are that the company making the application considers that, as a result of its activities, the availability to members of the public of the addresses described in paragraph (1) creates a serious risk that its members or former members or subscribers, or persons who live at those addresses, will be subjected to violence or intimidation.

(3) The application shall—

(a)contain—

(i)the name of the applicant and its registered number; and

(ii)a statement of the grounds on which the application is made; and

(b)be accompanied by evidence—

(i)which supports the applicant's assertion that its application falls within the grounds stated in its application; or

(ii)where the court has made an order under section 117(3) (register of members: response to request for inspection or copy) directing the applicant not to comply with a request under section 116 (rights to inspect and require copies), a copy of that order.

(4) The registrar may refer to a relevant body any question relating to the assessment of the nature and extent of any risk of violence or intimidation considered by the applicant to arise in relation to any of its members or former members or subscribers, or persons who live at the addresses described in paragraph (1), as a result of its activities by virtue of the availability to members of the public of particulars of the addresses of such members or former members or subscribers.

(5) The registrar shall determine the application and send the applicant to its registered office notice of his determination on the section 1088 application within five working days of that determination being made.

Textual Amendments

Application under section 1088 to make an address unavailable for public inspection by a person who registers a chargeU.K.

11.—(1) A section 1088 application may be made to the registrar by a person who—

(a)(i)F38... registered a charge under Part 12 of the 1985 Act (registration of charges) or Part 13 of the 1986 Order; or

(ii)has registered a charge under Part 25 of the Act (company charges) [F39or under regulations made under section 1052]; and

(b)is not the company which created the charge or acquired the property subject to a charge,

in respect of his address delivered to the registrar for the purposes of that registration.

(2) The grounds on which an application under paragraph (1) may be made are that the person making the application considers that there is a serious risk that he, or if applicable his employees, or persons who live with him or his employees, will be subjected to violence or intimidation as a result of the activities of the company which is, or was, subject to the charge.

(3) The application shall—

(a)contain—

(i)a statement of the grounds on which the application is made;

(ii)the name of the applicant, and where the applicant is a company, its registered number;

(iii)the address of the applicant that is to be made unavailable for public inspection;

(iv)the name and registered number of the company which is or was subject to the charge;

(v)an address for correspondence with the registrar in respect of the application;

(vi)where the applicant is the chargee, the service address which is to replace the address of the applicant on the register; and

(b)be accompanied by evidence which supports the applicant's assertion that there is a serious risk that he or, if applicable, his employees, or persons who live with him or his employees, will be subjected to violence or intimidation as a result of the activities of the company which is or was subject to the charge.

(4) The registrar may refer to a relevant body any question relating to the assessment of the nature and extent of any risk of violence or intimidation considered by the applicant to arise in relation to himself or, if applicable, his employees, or persons who live with him or his employees, as a result of the activities of the company which is or was subject to the charge.

(5) The registrar shall determine the application and send the applicant to the address stated in the application in accordance with paragraph (3)(a)(v) notice of his determination on the section 1088 application within five working days of that determination being made.

Textual Amendments

Matters relevant to section 1088 applicationsU.K.

12.—(1) For the purpose of regulations F40... 10 and 11 the registrar may direct that additional information or evidence should be delivered to him, what such information or evidence should be and how it should be verified.

(2) For the purpose of determining any section 1088 application the registrar may accept any answer to a question referred in accordance with regulation F41... 10(4) or 11(4) as providing sufficient evidence of—

(a)the nature and extent of any risk relevant to—

F42(i). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(ii)where the grounds of the application are those described in regulation 10(2), the subscribers or members or former members of an applicant; or

(iii)where the grounds of the application are those described in regulation 11(2), where the applicant is an individual, the applicant, or any employees of an applicant,

or to persons who live with any of the above individuals or, in the case of members, former members or subscribers, to persons who live at their addresses, F43...

F44(b). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

[F45Effect of a section 1088 applicationU.K.

13.—(1) Paragraphs (2) to (4) apply in relation to a section 1088 application made under regulation 9.

(2) The registrar must make the specified address unavailable for public inspection in the places on the register where the applicant has indicated, in the application, that it appears.

(3) Where the application relates to an entry concerning a company which is required to maintain a current address for the applicant on the register, the registrar must make the specified address unavailable for public inspection by replacing it with the service address provided by the applicant.

(4) In any other case the registrar must make the specified address unavailable for public inspection by removing all elements of that address, except—

(a)for a United Kingdom address—

(i)the outward code from the postcode, or

(ii)where the address on the register does not include the outward code from the postcode, any information in that address that denotes a geographical area which is equivalent to or larger than the area represented by the outward code of the postcode which applies to that address; and

(b)for an address other than a United Kingdom address, the country or territory and the name of the next principal unit of geographical subdivision for that country or territory (e.g. the state, region, province, county, district, municipality or equivalent) if there is one included in that address as it appears on the register.

(5) Where a section 1088 application has been made under regulation 10(1) and has been determined in favour of the applicant, the registrar must make all of the members’, former members’ or subscribers’ addresses unavailable for public inspection by removing the whole of those addresses.

(6) Where a section 1088 application has been made under regulation 11(1) and has been determined in favour of the applicant, the registrar must make the specified address unavailable for public inspection by removing the whole address and, where the applicant is the chargee, replacing it with the service address provided by the applicant.

(7) In this regulation—

“specified address” means the address specified in the application as being the one to be made unavailable for public inspection; and

“outward code” means the part of a postcode before the internal space but not the number and letters which come after that space.]

Textual Amendments

PART 4 U.K.MATTERS RELATING TO APPLICATIONS UNDER SECTION 243 AND UNDER SECTION 1088

AppealsU.K.

14.—(1) An applicant who has received notice under regulation 5(5), [F466(8), 7(8)], F47... 10(5) or 11(5) that his application has been unsuccessful may appeal to the High Court or, in Scotland, the Court of Session on the grounds that the decision—

(a)is unlawful;

(b)is irrational or unreasonable;

(c)has been made on the basis of a procedural impropriety or otherwise contravenes the rules of natural justice.

(2) No appeal under this regulation may be brought unless the [F48permission] of the court has been obtained.

[F49(3) No application for such permission may be made after 28 days beginning with the date of the notice under regulation 5(5), 6(8), 7(8), F47... 10(5) or 11(5) unless the court is satisfied that there was good reason for the failure of the applicant to seek permission before the end of that period.

(3A) An applicant who seeks permission to appeal must serve written notice of the application on the registrar within 7 days beginning with the date on which the application for permission was issued.]

(4) The court determining an appeal may—

(a)dismiss the appeal; or

(b)quash the decision,

and where the court quashes a decision it may refer the matter to the registrar with a direction to reconsider it and make a determination in accordance with the findings of the court.

Textual Amendments

Duration of a section 243 decision or a section 1088 decisionU.K.

15.—(1) A section 243 decision shall continue to have effect until—

(a)either—

(i)the section 243 beneficiary, or

(ii)his personal representative,

has notified the registrar in writing that he wishes the section 243 decision to cease to apply; or

(b)the registrar has made a revocation decision in relation to that beneficiary,

whichever first occurs.

(2) A section 1088 decision shall continue to have effect until the registrar has made a revocation decision in relation to the section 1088 beneficiary.

(3) In this regulation—

“personal representative” means the executor, original or by representation, or administrator for the time being of a deceased person; and

“revocation decision” in relation to a section 243 decision or a section 1088 decision means a determination by the registrar to revoke that decision in accordance with regulation 16.

Revocation of a section 243 decision or a section 1088 decisionU.K.

16.—(1) The registrar may revoke a section 243 decision or a section 1088 decision at any time if he is satisfied that the section 243 beneficiary or section 1088 beneficiary, as the case may be, or any other person, in purported compliance with any provision of these Regulations, is found guilty of an offence under [F50section 1112 (false statements: basic offence) or section 1112A (false statements: aggravated offence)] (“a revocation decision”).

(2) If the registrar proposes to make a revocation decision he shall send the beneficiary notice of his intention.

(3) The notice must—

(a)inform the beneficiary that he may, within the period of 28 days beginning with the date of the notice, deliver representations in writing to the registrar; and

(b)state that if representations are not received by the registrar within that period, the revocation decision will be made at the expiry of that period.

(4) If within the period specified in paragraph (3) the beneficiary delivers representations as to why the revocation decision should not be made , the registrar shall have regard to the representations in determining whether to make the revocation decision, and shall, within five working days of making his decision, send notice of it to the beneficiary.

(5) Any communication by the registrar in respect of a revocation decision or proposed revocation decision shall be sent to the beneficiary—

(a)in the case of an individual, to his usual residential address;

(b)in the case of a company, to its registered office; or

(c)in the case of a partnership, to the address specified in its section 1088 application.

(6) In this regulation—

“partnership” includes a limited liability partnership;

“section 243 beneficiary” includes where the section 243 decision was made following an application under regulation 6 or 7, the applicant.

Textual Amendments

Ian Pearson

Economic and Business Minister,

Department for Business, Enterprise and Regulatory Reform

1st February 2009

Regulation 2

F51SCHEDULE 1U.K.SPECIFIED PUBLIC AUTHORITIES

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

F51Sch. 1 revoked by virtue of the substitution of the enabling provision 2006 c. 46, s. 243(2) (4.3.2024) by Economic Crime and Corporate Transparency Act 2023 (c. 56), s. 219(1), Sch. 3 para. 3(2); S.I. 2024/269, reg. 2

Regulations 2 and 3

SCHEDULE 2U.K.CONDITIONS FOR PERMITTED DISCLOSURE

F52PART 1U.K.Disclosure to specified public authorities

Textual Amendments

F521.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .U.K.

F522.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .U.K.

F523.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .U.K.

F524.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .U.K.

PART 2U.K.Disclosure to a credit reference agency

5.  Paragraphs 6 to 10 set out the conditions specified for the disclosure of protected information by the registrar to a credit reference agency.U.K.

6.— [F53(1)]  The credit reference agency—U.K.

(a)is carrying on in the United Kingdom F54... a business comprising the furnishing of information relevant to the financial standing of individuals, being information collected by the agency for that purpose;

(b)maintains appropriate procedures—

(i)to ensure that an independent person can investigate and audit the measures maintained by the agency for the purposes of ensuring the security of any protected information disclosed to that agency; and

[F55(ii)for the purposes of ensuring that it complies with its [F56obligations under the data protection legislation (as defined in section 3 of the Data Protection Act 2018)];]

(c)has not been found guilty of an offence under—

[F57(i)section 1112 (false statements: basic offence) or section 1112A (false statements: aggravated offence) of the Act or section 2 of the Fraud Act 2006 (fraud by false representation);]

(ii)section 47 (failure to comply with enforcement notice) of the Data Protection Act 1998 in circumstances where it has used the protected information for purposes other than those described in sub-paragraphs (a) to (e) of paragraph 7 below [F58; or

(iii)section 144 of the Data Protection Act 2018 (false statements made in response to an information notice) or section 148 of that Act (destroying or falsifying information and documents etc)];

[F59(d)has not been given a penalty notice under section 155 of the Data Protection Act 2018 in circumstances described in paragraph (c)(ii), other than a penalty notice that has been cancelled.]

F60(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

F53Sch. 2 para. 6 renumbered as Sch. 2 para. 6(1) (25.5.2018) by Data Protection Act 2018 (c. 12), s. 212(1), Sch. 19 para. 339(2) (with ss. 117, 209, 210); S.I. 2018/625, reg. 2(1)(g)

7.  The credit reference agency has delivered to the registrar a statement that it intends to use the protected information only for the purposes of—U.K.

(a)providing an assessment of the financial standing of a person;

(b)meeting any obligations contained in [F61the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017] or any [F62rules made pursuant to section 137A of the Financial Services and Markets Act 2000 which relate to the prevention and detection of money laundering in connection with the carrying on of regulated activities by authorised persons] F63...;

(c)conducting conflict of interest checks required or made necessary by any enactment;

(d)the provision of protected information to—

[F64(i)a person to whom the registrar could disclose information under section 1110F (disclosure by the registrar) of the Act; or]

(ii)a credit reference agency which has satisfied the requirements of this Part of this Schedule; or

(e)conducting checks for the prevention and detection of crime and fraud.

Textual Amendments

8.  The credit reference agency has delivered to the registrar a statement that it intends to take delivery of and to use the protected information only in the United Kingdom F65....U.K.

Textual Amendments

9.  The credit reference agency has delivered to the registrar a statement that it will, where it supplies a copy of the protected information to a processor for the purpose of processing the information for use in respect of the purposes referred to in paragraph 7—U.K.

(a)ensure that the processor is one who carries on business in the [F66United Kingdom];

(b)require that the information is not transmitted outside the [F67United Kingdom] by the processor; and

(c)require that the processor does not disclose the information except to the credit reference agency or an employee of the credit reference agency.

Textual Amendments

10.  The credit reference agency has delivered to the registrar a statement that it meets the conditions in paragraph 6 above.U.K.

PART 3U.K.Interpretation of this Schedule

11.—(1) In this Schedule—U.K.

“processor” means any person who provides a service which consists of putting information into data form or processing information in data form and any reference to a processor includes a reference to his employees; and

F68...

(2) In this Schedule any reference to—

(a)an employee of any person who has access to protected information shall be deemed to include any person working or providing services for the purposes of that person or employed by or on behalf of, or working for, any person who is so working or who is supplying such a service; and

F69(b). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

F68Words in Sch. 2 para. 11(1) revoked by virtue of the substitution of the enabling provision 2006 c. 46, s. 243(2) (4.3.2024) by Economic Crime and Corporate Transparency Act 2023 (c. 56), s. 219(1), Sch. 3 para. 3(2); S.I. 2024/269, reg. 2

Explanatory Note

(This note is not part of the Regulations)

These Regulations specify the conditions for disclosure of directors' usual residential addresses to public authorities and credit reference agencies under section 243 of the Companies Act 2006 (“the Act”), make provision for applications to the registrar of companies under section 243 of the Act to refrain from disclosing a director's usual residential address to a credit reference agency, and make provision for applications to the registrar of companies under section 1088 of the Act for addresses on the register to be made unavailable for public inspection.

Part 2 of these Regulations applies to protected information as defined in section 240 of the Act.

Regulation 2 and Schedule 1 specify the public authorities to whom the registrar may disclose protected information in accordance with section 243 of the Act.

Regulations 2 and 3 and Schedule 2 specify the conditions for the disclosure of such information to a public authority or credit reference agency.

Regulation 4 provides for the registrar to refrain from disclosing protected information to a credit reference agency in respect of a beneficiary of a successful decision under section 243 or applicant for a section 243 decision.

Regulations 5, 6, 7 and 8—

(a)

make provision as to who may make an application to the registrar under section 243,

(b)

prescribe the grounds for making an application under section 243,

(c)

make provision for the manner of making an application,

(d)

make provision for the evidence to be delivered to the registrar in support of the application, and

(e)

empower the registrar to refer questions to other bodies for the purposes of deciding upon applications.

Part 3 of the Regulations makes provision for an application under section 1088 of the Act for the registrar to make an address on the register unavailable for public inspection.

Regulations 9, 10, 11, 12 and 13 make similar provision in relation to applications under section 1088 to that made in regulations 5 to 8 and make provision as to the effect of a successful application under section 1088.

Part 4 of the Regulations contains provisions relating to both applications and decisions under section 243 and under section 1088.

Regulation 14 provides for appeals to the court against the decision of the registrar rejecting an application.

Regulation 15 determines the duration for which a decision in favour of an applicant shall continue to have effect, and regulation 16 provides that the registrar may revoke a decision under section 243 or 1088 where an offence has been committed under section 1112 of the Act (general false statement offence).

An Impact Assessment in respect of these Regulations has been produced and copies are available from the Company Law and Governance Directorate, Department for Business, Enterprise and Regulatory Reform, 1 Victoria Street, London, SW1H 0ET or on www.berr.gov.uk/bbf/co-act-2006.