It can often appear that the main emphasis of recent changes to UK company law has been to increase the burden on directors. One change, relating to the personal information available on the public record about directors, is designed to have the contrary effect.
Currently, UK company law provides for the filing of the usual residential address of all directors with the Registrar of Companies which is publicly available. Those directors at risk of violence and intimidation may apply for a confidentiality order which allows them to keep their residential address confidential and to file a service address for the public record.
The Companies Act 2006 ("the 2006 Act") extends this protection to all directors. As of 1 October 2009, directors will have to give Companies House their residential address (which will be kept on a separate, secure register) and a service address. A director will be able to give the company's registered office as his service address.
The 2006 Act allows the Registrar to disclose a director's residential address to public authorities and credit reference agencies. A set of draft regulations, the Companies (Disclosure of Address) Regulations 2008, has recently been published which regulate the circumstances in which this may occur. Amongst other things, the regulations provide:
- a list of public authorities to whom the Registrar may disclose protected information (including OSCR, the Serious Fraud Office and the Health and Safety Executive);
- the conditions for the disclosure of such information to a public authority (they should only use this information in carrying out public functions) or credit reference agency (limited to vetting applications for credit and associated work and to meet money laundering obligations); and
- the circumstances in which the Registrar may refrain from disclosing protected information to a credit reference agency.
A credit reference agency will not be able to obtain protected information where a director either already has a valid confidentiality order or makes a successful application to the Registrar on the grounds that he is at serious risk of violence or intimidation as a result of the activities of a company of which he is a director or has been employed by the police or security services.
BERR has issued a FAQ giving guidance to companies and directors on the impact of the new provisions which can be found at http://www.berr.gov.uk/whatwedo/businesslaw/co-act-2006/faq%20Act%202006/page41084.html
Disclaimer
The material contained in this article is of the nature of general comment only and does not give advice on any particular matter. Recipients should not act on the basis of the information in this e-update without taking appropriate professional advice upon their own particular circumstances.