Disclosure of directors’ addresses under
the Companies Act 2006
(“the 2006 Act”)
Disclosure of directors’ addresses under the Companies Act 2006 (“the 2006 Act”)
The Companies Act 1985 requires that directors’ usual residential addresses be
notified to the Registrar of Companies (“Registrar”) and held on public record at
Companies House, as well as on the register of directors of every company for which
they are appointed. The only way in which a director can currently avoid having
his residential address made public is to apply for a Confidentiality Order, which
may be granted if there is a serious threat of violence or intimidation, for example
from political activists or protest groups. Where such an order is granted the
director is entitled to give a service address to be shown on the public record in
place of his residential address.
Under the new provisions, which will come into force on 1 October 2009, all
individual directors must provide a service address for the public record.
Residential addresses will still be required, but these will be maintained on a
separate record to which access will be restricted. Directors may give the
company’s registered office as their address for service. If they give their
residential address as their address for service, the register will not indicate that
the service address is in fact their home address.
As a result of this change, companies will be required to keep a separate register
of directors’ residential addresses. The 2006 Act prohibits companies from using
or disclosing such information, except for the following purposes: for
communicating with the director concerned; to comply with any requirement of the
Companies Acts as to particulars to be sent to the Registrar; or in pursuance of a
court order. The Registrar may also disclose such information to public authorities and credit reference agencies, subject to certain conditions.
There are certain circumstances in which the Registrar will be permitted to put a
director’s residential address on the public record. These are: (i) if communications
sent to the director and requiring a response within a specified period remain
unanswered; and (ii) if there is evidence that service of documents at the service
address provided is not effective to bring them to the notice of the director. Before
he can change the public record, the Registrar must give notice of his proposal to
the director (at his residential address) and to every company of which the
Registrar has been notified that the director concerned is a director. The notice
must specify a period during which objections may be made.
A director whose residential address is put on the public record by the Registrar may
not register a service address other than his usual residential address for a period
of five years from the date of the Registrar’s decision. Therefore, failure to
respond to correspondence could have significant consequences.
This change in legislation will provide extra protection and some comfort for
directors who are worried about their home addresses being a matter of public
record. However, the change does not apply retrospectively and so any residential
address that is already on the public record will remain there. Currently there is
provision for individuals whose home addresses were placed on the register on or
after 1 January 2003 to have those details removed, although the grounds for the
application are much the same as those required for a Confidentiality Order; i.e.
a serious threat of violence or intimidation. Therefore, it would seem that the
2006 Act will mainly serve to protect new directors, not existing ones.
If you would like any further information about the issues raised in this newsletter, or any other aspect of corporate law, please contact a member of Goodman Derrick LLP's on 0207 404 0606.
This guide is for general
information and interest
only and should not be
relied upon as providing
specific legal advice.
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