Article by the Corporate Team
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.
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