Companies Act 2006 – CHAPTER 8

DIRECTORS’ RESIDENTIAL ADDRESSES: PROTECTION FROM
DISCLOSURE

446. Under the 1985 Act (and previous Companies Acts), the usual residential address of
every director must be entered on the public record held by:

• the registrar; and

• each company of which he is a director in its register of directors.

Access to the public record held by the registrar is made in a variety of ways, including daily
bulk downloading by some subscribers. There is also a public right to inspect companies’
registers of directors.

447. There is an exception for directors at serious risk of violence or intimidation, e.g.
from political activists and terrorists. Under sections 723B – 723E of the 1985 Act,
introduced by the Criminal Justice and Police Act 2001, they may apply for a “confidentiality
order”. A director with a confidentiality order provides a single service address in addition to
his usual residential address. The service address is entered on the public record; the usual
residential address is kept on a secure register to which access is restricted to specified
enforcement authorities. The historic record is not affected by the confidentiality order. By
October 2006, nearly 11,000 Confidentiality Orders had been issued of which, it is estimated
that nearly 7,000 were to directors (certain other individuals, eg partners in Limited Liability
Partnerships, are also eligible).

448. The CLR considered it essential that directors’ residential addresses be filed with the
central register, so that enforcement and regulatory bodies as well as liquidators and, in some
circumstances, creditors and shareholders can discover the individual’s residential address.
However they were concerned that unrestricted public access to directors’ residential
addresses had been abused. They considered that there should not be any discretion as to
whether particular addresses should or should not be placed on the public record. Therefore,
while welcoming the introduction of the confidentiality order regime, they recommended all
directors be given the option of:

• either, as now, providing their residential address for the public record;

• or, providing both a service address and their residential address, with the service
address being on the public record and the residential address being on a separate
secure register to which access would be restricted. Access to the restricted register
would be available to certain public authorities. Other parties, such as members and
creditors, should have a right to apply to the court for access to a director’s residential
address. (Final Report, paragraph 11.46)

449. This Chapter of the Act, together with the provisions on the register of directors’
residential addresses in Chapter 1 of this Part, is based on this recommendation. These
provisions, which are all new, replace the confidentiality order regime.

Section 240: Protected information

450. This section sets out the information about directors’ usual residential addresses,
recorded under Chapter 1 of this Part, that will be protected under the new provisions.

Section 241: Protected information: restriction on use or disclosure by company

451. This section provides for the protection that a company must give to the information
covered by section 240. It prohibits the company from using or disclosing an individual
director’s home address without his consent except for communicating with him, or to
comply with an obligation to send information to the registrar or when required by a court.

Section 242: Protected information: restriction on use or disclosure by the registrar

452. This section provides for protection by the registrar of information that is covered by
section 240. The registrar need only protect information where it is submitted on a form
where directors’ usual residential addresses are required and entered in the appropriate place.
The registrar is not obliged to check all documents submitted to her to ensure that an address
has not been inadvertently disclosed. The protection is not retrospective: it does not apply to
information on the public record when these provisions come into force. The Act makes
separate provision, in section 1088, for removal of addresses from the register in
circumstances specified by regulations.

Section 243: Permitted use or disclosure by the registrar

453. This section provides for certain kinds of permitted use or disclosure of protected
information, ie directors’ home addresses and whether a service address is a home address.
Subsection (1) provides that the registrar may use the protected information for
communicating with the director in question. Subsection (2) provides that the registrar may
disclose protected information to a public authority or credit reference agency (the definition
of the latter is drawn from the Consumer Credit Act 1974) but this should be read with
subsections (3) and (4). Subsection (3) confers power on the Secretary of State to make
regulations specifying conditions that must be met before the registrar may disclose protected
information. The regulations may also provide for fees to be paid by the authority or agency
seeking the address. Subsection (4) provides power to make regulations specifying the
circumstances in which an application can be made for a director’s address not to be revealed
to a credit reference agency.

Section 244: Disclosure under court order

454. This section provides for two circumstances in which the court may require the
company to disclose protected information. The first circumstance is that the service address
is not effective; the second is that the home address is needed for the enforcement of an order
or decree of the court. If the company cannot provide the address, the court may require the
registrar to reveal it. Subsection (3) provides that the application for the order may be made
not only by a liquidator, creditor or member of the company but also by anyone with
sufficient interest.

Section 245: Circumstances in which registrar may put address on the public record.

455. This section provides that if a service address is not effective, then the home address
can be put on the public record. It provides for the registrar to send a warning notice, with a
specified period for representations before the intended action, both to the director and to
every company of which he is a director. The registrar must take account of any
representations made within the specified period in deciding whether to proceed as provided
by the next section.

Section 246: Putting the address on the public record

456. This section provides that, if the registrar is putting a director’s home address on the
public record under the previous section, then the registrar updates the public record as if she
had been notified that the service address is the director’s home address. She must also notify
both the director and every company of which he/she is a director. The companies must each
put the director’s home address on its register of directors as his/her service address. And for
the next five years, the director may not register a service address other than his usual
residential address.