The Companies (Disclosure of Address) (Amendment) Regulations 2018

Statutory Instruments

2018 No. 528

Companies

The Companies (Disclosure of Address) (Amendment) Regulations 2018

Made

25th April 2018

Coming into force in accordance with regulation 1

The Secretary of State makes the following Regulations in exercise of powers conferred by sections 243(4) and (5)(b), (c) and (d), 1088, 1292(1) and (4) of the Companies Act 2006(1) and sections 15(a) and 17(2)(c) and (3)(a) of the Limited Liability Partnerships Act 2000(2).

In accordance with sections 1088(6) and 1290 of the Companies Act 2006, a draft of the following Regulations was laid before Parliament and approved by a resolution of each House of Parliament.

PART 1 Introductory

Citation, commencement and interpretation

1.—(1) These Regulations may be cited as the Companies (Disclosure of Address) (Amendment) Regulations 2018 and come into force on the day after the day on which they are made.

(2) In these Regulations “the 2009 Regulations” means the Companies (Disclosure of Address) Regulations 2009(3).

PART 2 Amendment of the 2009 Regulations

Amendment of Part 1 of the 2009 Regulations

2.—(1) Part 1 of the 2009 Regulations is amended in accordance with this regulation.

(2) In paragraph (2) of regulation 1 (citation, commencement and interpretation)—

(a) for the definition of “police force”, substitute—

““police force” means—

(a)

a police force within the meaning of section 101(1) of the Police Act 1996 (interpretation)(4),

(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)(5),

(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)(6),

and includes a police force constituted under, or referred to in, any corresponding earlier enactments;”;

(b) in the definition of “relevant organisation”—

(i) for the comma after “the Secret Intelligence Service” substitute “or”, and

(ii) omit “or a police force”;

(c) in the definition of “section 1088 decision”, after “section 1088 application” insert “under regulation 10(1) or 11(1)”.

Amendment of Part 2 of the 2009 Regulations

3.—(1) Part 2 of the 2009 Regulations (disclosure of protected information) is amended in accordance with this regulation.

(2) In paragraphs (2)(b) and (4)(b) of regulation 5 (application under section 243 by an individual), after “relevant organisation” insert “or a police force, or is or has been a constable in a police force”.

(3) In paragraph (3)(b) of regulation 8 (matters relating to a section 243 application), after “relevant organisation” insert “or a police force, or is or has been a constable in a police force”.

Amendment of Part 3 of the 2009 Regulations

4.—(1) Part 3 of the 2009 Regulations (application to make an address unavailable for public inspection under section 1088) is amended in accordance with this regulation.

(2) For regulation 9 substitute—

“Application under section 1088 to make an address unavailable for public inspection by an individual

9.— (1) Where an individual’s usual residential address is on the register(7), that individual may make a section 1088 application(8) 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)(9), 288 (register of directors and secretaries)(10), 363 (duty to deliver annual returns)(11), 686 (other requirements for registration)(12), 691 (documents to be delivered to registrar)(13) or 692 (registration of altered particulars)(14) of, or paragraph 2 of Schedule 21A (branch registration under the eleventh company law directive (89/666/EEC))(15) to, the 1985 Act,

(ii) article 21 (documents to be sent to registrar)(16), 296 (register of directors and secretaries)(17), 371 (duty to deliver annual returns)(18), 635 (other requirements for registration)(19), 641 (documents to be delivered to registrar)(20) or 642 (registration of altered particulars)(21) of, or paragraph 2 of Schedule 20A (branch registration under the eleventh company law directive (89/666/EEC))(22) to, the 1986 Order,

(iii) section 855 (contents of annual return: general)(23),

(iv) section 12 (statement of proposed officers)(24), 167 (duty to notify registrar of changes) or 167D (duty to notify registrar of changes)(25), or regulations made under sections 1040 (companies authorised to register under this Act)(26) or 1046 (duty to register particulars)(27),

(v) regulation 83 (registration of a public company by the conversion of an SE)(28) of the Northern Ireland SEs Regulations,

(vi) regulation 85 (registration of a public company by the conversion of an SE)(29) 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)(30) or 279D (duty to notify registrar of changes)(31), 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 under—

(i) regulation 79 (register of members of supervisory organ)(32) of the old SEs Regulations,

(ii) regulations 5 to 10 (registration of an SE)(33) or 77 (register of members of supervisory organ)(34) of the Northern Ireland SEs Regulations,

(iii) regulations 5 to 10 (registration of an SE)(35) or 80C (duty to notify registrar of changes)(36) of the SEs Regulations;

(e) a registrable person(37) 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)(38) or any obligation in Part 21A (information about people with significant control)(39);

(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.)(40), 684 (requirements for registration by joint stock companies)(41) or 363 of the 1985 Act,

(ii) article 98 (return as to allotments, etc.)(42), 633 (requirements for registration by joint stock companies)(43) 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)(44), 128E (duty to notify registrar of changes)(45) or 853G (duty to deliver shareholder information: certain traded companies)(46),

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.”

(3) In regulation 10 (application under section 1088 to make an address unavailable for public inspection by a company)—

(a) in paragraph (1)(a), omit “delivered to the registrar on or after 1st January 2003”;

(b) in paragraph (1)(b)—

(i) omit from “where that memorandum” to the end, and

(ii) after “memorandum of association” insert “, statement of capital and initial shareholdings or statement of guarantee.”.

(4) In paragraph (1)(a)(i) of regulation 11 (application under section 1088 to make an address unavailable for public inspection by a person who registers a charge), omit “on or after 1st January 2003,”.

(5) In regulation 12 (matters relevant to section 1088 applications)—

(a) in paragraph (1), omit “9,”;

(b) in paragraph (2)—

(i) omit “9(5),”,

(ii) omit sub-paragraph (a)(i),

(iii) omit “or” at the end of sub-paragraph (a), and

(iv) omit sub-paragraph (b).

(6) For regulation 13 (effect of a successful section 1088 application), substitute—

“Effect of a section 1088 application

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.”.

Amendment of Part 4 of the 2009 Regulations

5.—(1) Part 4 of the 2009 Regulations (matters relating to applications under section 243 and under section 1088) is amended in accordance with this regulation.

(2) In regulation 14 (appeals), omit “9(6),” in both places where it occurs.

PART 3 Consequential and transitional amendments

Consequential amendments to the Scottish Partnerships (Register of People with Significant Control) Regulations 2017

6.—(1) Regulation 64 of the Scottish Partnerships (Register of People with Significant Control) Regulations 2017(47) is amended in accordance with this regulation.

(2) In the modified section 1088, in subsection (3)(b)—

(a) for “regulation 9 (application to make an address unavailable for public inspection by an individual)” substitute “regulation 9 (application under section 1088 to make an address unavailable for public inspection by an individual)”;

(b) for the substituted regulation 9, substitute—

“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, in the individual’s capacity as a registrable person, that address was placed on the register either—

(a) as a service address in a statement of initial significant control delivered to the registrar under section 8A of the Limited Partnerships Act 1907(48), or

(b) as a service address included in the required particulars of a registrable person delivered to the registrar to comply with an obligation in Part 5 of the Scottish Partnerships (Register of People with Significant Control) Regulations 2017.

(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 eligible Scottish partnership(49) 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 eligible Scottish partnership 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 an eligible Scottish partnership 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; and

(g) the date of birth of the applicant.”;

(c) in subsection (3)(c), for “10 and 11” substitute “10, 11 and 12”;

(d) omit subsection (3)(d);

(e) in subsection (3)(e), for the substituted regulation 13 (effect of a successful 1088 application) substitute—

“13.— (1) This regulation applies 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 an eligible Scottish partnership which is required to maintain a current address on the register for the applicant, 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 of 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) 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.”;

(f) for subsections (3)(f) to (h) substitute—

“(i) omit regulations 14 to 16.”.

Consequential amendments to the Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009

7.—(1) Regulation 66 of the Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009(50) is amended in accordance with this regulation.

(2) In the substituted section 1088, for subsection (3)(f) substitute—

“(f) in regulation 9, for paragraph (1) substitute—

“(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 member or member under—

(i) section 2 (incorporation document etc.) or 9 (registration of membership changes) of the Limited Liability Partnerships Act 2000(51),

(ii) section 2 (incorporation document etc.) or 9 (registration of membership changes) of the Limited Liability Partnerships Act (Northern Ireland) 2002(52),

(iii) section 288 (register of directors and secretaries)(53) or 363 (duty to deliver annual returns)(54) of the 1985 Act,

(iv) article 296 (register of directors and secretaries)(55) or 371 (duty to deliver annual returns)(56) of the 1986 Order,

(v) section 855 (contents of annual return)(57) or 167D (duty to notify registrar of changes)(58);

(b) a registrable person under—

(i) section 2 of the Limited Liability Partnerships Act 2000 (incorporation document etc.),

(ii) any obligation in Part 21A (information about people with significant control)(59).””.

Transitional provision

8.—(1) If a section 1088 application was received by the registrar before the day on which these Regulations came into force, the application must be dealt with by the registrar in accordance with the 2009 Regulations as they applied before these Regulations came into force.

(2) In this regulation “section 1088 application” has the meaning given by regulation 1(2) of the 2009 Regulations.

Andrew Griffiths

Parliamentary Under Secretary of State

Department for Business, Energy and Industrial Strategy

25th April 2018

EXPLANATORY NOTE

(This note is not part of the Regulations)

These Regulations make amendments to the Companies (Disclosure of Address) Regulations 2009 (S.I. 2009/214) (“the 2009 Regulations”).

The main amendments are to Part 3. Regulation 4 substitutes regulation 9 of the 2009 Regulations so that it now provides that an individual whose usual residential address is on the register in accordance with the listed provisions, can simply apply under section 1088 of the Companies Act 2006 (c.46) to the registrar to make that address unavailable for public inspection on the companies register, without having to demonstrate (as they did previously) that they have met any of the specified criteria. These amendments also remove the restriction preventing individuals from applying under section 1088 where a usual residential address was placed on the register before 1st January 2003, but require certain details to be provided with such an application.

Amendments to regulations 9 and 10 also set out further instances of the circumstances in which an individual’s address may have been placed on the public register.

Amendments to regulation 10 (under which a company can make an application to remove usual residential address information of its members and former members) and regulation 11 (under which an individual who has registered a charge can apply to make an address unavailable) mean that the restriction preventing such applications from being made in respect of addresses placed on the register before 1st January 2003 is removed.

Amendments made to regulations 12 and 14 reflect the fact that the registrar will no longer be making a determination on applications made under regulation 9.

Amendments to regulation 13 provide for the registrar to make residential address information unavailable for public inspection pursuant to applications made under regulation 9. Where there remains a requirement for an applicant’s current address to remain on the register, these amendments provide that the usual residential address will be replaced with a service address. Where there is no longer any such requirement, the amendments provide that the registrar will make the address unavailable for public inspection by way of partial suppression.

Amendments have also been made to the 2009 Regulations by regulation 3 to ensure that one of the grounds on which an individual is able to make an application under section 243 of the Companies Act 2006 (to prevent disclosure of their address by the registrar to credit reference agencies) is that they are or have been a constable.

A full impact assessment has not been produced for this instrument as no, or no significant, impact on the private, voluntary or public sector is foreseen.

(1)

2006 c.46.

(2)

2000 c.12.

(3)

S.I. 2009/214; relevant amending instruments are S.I. 2009/1941, S.I. 2009/2400, S.I. 2016/339, S.I. 2016/599, S.I. 2017/693; these regulations were applied and modified by S.I. 2009/1804, S.I. 2009/2436 and S.I. 2017/694.

(4)

1996 c.16.

(5)

2012 asp 8.

(6)

2000 c.32.

(7)

See section 1080 of the Companies Act 2006 for the meaning of “the register”.

(8)

See regulation 1 of the 2009 Regulations for the meaning of “section 1088 application”.

(9)

Section 10 was amended by S.I. 2002/912 and was repealed by section 1295 of, and Schedule 16 to, the Companies Act 2006.

(10)

Section 288 was amended by S.I. 2002/912 and was repealed by section 1295 of, and Schedule 16 to, the Companies Act 2006.

(11)

Section 363 was substituted by section 139(1) of the Companies Act 1989 (c.40) and was repealed by section 1295 of, and Schedule 16 to, the Companies Act 2006.

(12)

Section 686 was amended by section 145 of, and Schedule 19 to, the Companies Act 1989 and S.I. 2000/3373 and was repealed by section 1295 of, and Schedule 16 to, the Companies Act 2006.

(13)

Section 691 was amended by section 145 of, and Schedule 19, paragraph 6 to, the Companies Act 1989 and S.I. 2002/912 and was repealed by section 1295 of, and Schedule 16 to, the Companies Act 2006.

(14)

Section 692 was amended by S.I. 2002/912, and was repealed by section 1295 of, and Schedule 16 to, the Companies Act 2006.

(15)

Schedule 21A was inserted by S.I. 1992/3179, amended by S.I. 2002/912, and was repealed by section 1295 of, and Schedule 16 to, the Companies Act 2006.

(16)

Article 21 was repealed by sections 1284(2) and 1295 of, and Schedule 16 to, the Companies Act 2006.

(17)

Article 296 was repealed by sections 1284(2) and 1295 of, and Schedule 16 to, the Companies Act 2006.

(18)

Article 371 was substituted by S.I. 1990/1504 (N.I. 10) and was repealed by sections 1284(2) and 1295 of, and Schedule 16 to, the Companies Act 2006.

(19)

Article 635 was amended by S.I. 1990/1504 (N.I. 10) and S.R. (NI) 2003 No 3 and was repealed by sections 1284(2) and 1295 of, and Schedule 16 to, the Companies Act 2006.

(20)

Article 641 was amended by S.I. 1990/1504 (N.I. 10) and was repealed by sections 1284(2) and 1295 of, and Schedule 16 to, the Companies Act 2006.

(21)

Article 642 was repealed by sections 1284(2) and 1295 of, and Schedule 16 to, the Companies Act 2006.

(22)

Schedule 20A was inserted by S.R. (NI) 1993 No 198 and was repealed by sections 1284(2) and 1295 of, and Schedule 16 to, the Companies Act 2006.

(23)

Section 855 was amended by S.I. 2008/3000 and was repealed when a new Part 24 was substituted by section 92 of the Small Business, Enterprise and Employment Act 2015 (c.26).

(24)

Section 12 was amended by section 164(1) of, and Schedule 5, paragraphs 12 and 13 to, the Small Business, Enterprise and Employment Act 2015.

(25)

Section 167D was inserted by section 94 of, and Schedule 5, paragraph 7 to, the Small Business, Enterprise and Employment Act 2015.

(26)

S.I. 2009/2437 was made under this section.

(27)

S.I. 2009/1801 was made under this section.

(28)

Regulation 83 was repealed by section 1285(2)(a) of the Companies Act 2006.

(29)

Regulation 85 was amended by S.I. 2009/2400, substituted by S.I. 2014/2382 and amended by S.I. 2016/375.

(30)

Section 279A was inserted by section 164(1) of, and Schedule 5, paragraph 10 to, the Small Business, Enterprise and Employment Act 2015.

(31)

Section 279D was inserted by section 164(1) of, and Schedule 5, paragraph 10 to, the Small Business, Enterprise and Employment Act 2015.

(32)

Regulations 79 to 80E were substituted for regulations 79 and 80 by S.I. 2009/2400.

(33)

Regulations 5 to 10 were repealed by section 1285(2)(a) of the Companies Act 2006.

(34)

Regulation 77 was amended by S.I. 2008/948 and was repealed by section 1285(2)(a) of the Companies Act 2006.

(35)

Regulations 5 to 10 were substituted by S.I. 2014/2382 and amended by S.I. 2016/375.

(36)

Regulation 80C was substituted by S.I. 2009/2400 and amended by S.I. 2014/2382.

(37)

See section 790C of the Companies Act 2006 for the meaning of “registrable person”.

(38)

Section 853I was inserted by section 92 of the Small Business, Enterprise and Employment Act 2015 and was repealed by S.I. 2017/693.

(39)

Part 21A was inserted by section 81 of, and Schedule 3, paragraph 1 to, the Small Business, Enterprise and Employment Act 2015 and amended by S.I. 2016/136, S.I. 2017/693 and S.I. 2017/694.

(40)

Section 88 was repealed by section 1295 of, and Schedule 16 to, the Companies Act 2006.

(41)

Section 684 was repealed by section 1295 of, and Schedule 16 to, the Companies Act 2006.

(42)

Article 98 was repealed by sections 1284(2) and 1295 of, and Schedule 16 to, the Companies Act 2006.

(43)

Article 633 was repealed by sections 1284(2) and 1295 of, and Schedule 16 to, the Companies Act 2006.

(44)

Section 128B was inserted by section 164(1) of, and Schedule 5, paragraph 3 to, the Small Business, Enterprise and Employment Act 2015.

(45)

Section 128E was inserted by section 164(1) of, and Schedule 5, paragraph 3 to, the Small Business, Enterprise and Employment Act 2015.

(46)

Section 853G was substituted by section 92 of the Small Business, Enterprise and Employment Act 2015.

(47)

S.I. 2017/694.

(48)

1907 c.24; section 8A was amended by S.I. 2017/694.

(49)

See regulation 3(2) of S.I. 2017/694 for the meaning of “eligible Scottish Partnership”.

(50)

S.I. 2009/1804; regulation 66 was amended by S.I. 2017/693.

(51)

Section 2 was amended by S.I. 2009/1804 and S.I. 2016/340; section 9 was amended by S.I. 2009/1804.

(52)

2002 c.12; section 2 was repealed by sections 1286(2)(a) and 1295 of, and Schedule 16 to, the Companies Act 2006 and section 9 was repealed by sections 1286(2)(a) and 1295 of, and Schedule 16 to, the Companies Act 2006.

(53)

Section 288 was applied and modified by S.I. 2001/1090.

(54)

Section 363 was applied and modified by S.I. 2001/1090.

(55)

Article 296 was applied and modified by S.R. (NI) 2004 No 307.

(56)

Article 371 was applied and modified by S.R. (NI) 2004 No 307.

(57)

Section 855 was applied and modified by S.I. 2009/1804.

(58)

Section 167D was applied and modified by S.I. 2009/1804.

(59)

Part 21A was applied and modified by S.I. 2009/1804.