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	Untitled Document Directors – privacy for residential addresses Introduction More and more directors are becoming concerned about putting their residential addresses on the public register at Companies House. Directors of companies involved in testing on animals, medical research or which activities which damage the environment are especially at risk. Whilst it is possible to remove the residential address from the register, this is currently achieved by applying for a confidentiality order. The making of this order must be justified, and as a result, this procedure is not widely used. So the changes in sections 240 to 246 of the Companies Bill in this regard will be welcomed by many directors. Service address Under these provisions, individuals who are directors will be required to file a service address for the public record. The service address may be the directors' residential address, the company's registered office or another address at which the director may be contacted. Thus directors who are at risk will be able to provide a service address which is separate to their home address. These provisions do not apply to corporate directors, which must provide details of their registered office. It will still be necessary to provide a residential address to both the company and to Companies House. However the Bill requires all information as to the residential address or the fact that the service address is the same as the residential address (termed "protected information" in the Bill) to be kept confidential. Protected information does not cease to be confidential because the individual concerned ceases to be a director of the company and, other than explained below, there are no provisions in these new sections of the Bill which deal with when these confidentiality obligations end. The company's obligations – new registers The company is required to record the service address provided by the director in the Register of Directors. In addition, the Register of Directors will also contain information as to the country or state (or part of the UK) in which the director is ordinarily resident. For example, the Register of Directors could record that the service address is "The company's registered office" and that the director is ordinarily resident in France. In addition, the company is also required to keep a new register: the Register of Directors' Residential Addresses. This register will contain the directors' residential address or, if the service address is the same as the residential address, a statement to this effect. The company must also notify Companies House of any changes in the information contained in the Register of Directors and the Register of Directors' Residential Addresses within 14 days of the change. The Register of Directors will be open to public inspection, as it is now, but the Register of Directors' Residential Addresses will be a private register. The company's obligations - confidentiality The Bill imposes on the company an express obligation not to use or disclose the protected information about any of its directors unless: the director consents; it is to communicate with the director; it is to comply with any provision of the Bill to send information to Companies House; or it is to comply with a court order. Obligations of Companies House Companies House is also placed under express confidentiality obligations in relation to any protected information held by it. The Registrar is not permitted to put protected information on the public record if it is provided to him as such, for example on a return notifying Companies House of a change in directors' residential address. However, if the Registrar inadvertently puts the information on public record it is not in breach of its confidentiality obligations, because the Bill provides that the Registrar is under no obligation to check whether protected information has been provided to it by mistake. So, if the return notifying Companies House of a change of service address provided the residential address in error, Companies House would not be at fault by putting this on the public record. Companies House is allowed to use protected information: to communicate with the director; or to disclose to a public authority or a credit reference agency. Making the residential address public Companies House may put the director's residential address on the public record if: communications sent to the director at the service address which require a reply within a stated period are not answered; or there is evidence that sending documents to the service address is ineffective in bringing them to the director's attention. The Bill sets out a detailed procedure for Companies House to follow if it wants to disclose the director's residential address in this way: First notification must be given to the director at his residential address and to every company of which the individual is a director. The notice will specify a period of time in which a response must be received. If no satisfactory response is received, Companies House may make the residential address public by treating it as if a notice had been received that the service address is the same as the residential address. Companies House will then give notice to the director and every company of which he is a director that his residential address has been placed on the register as his service address. The company is then obliged to update its Register of Directors to record the residential address as the service address. If the company has a more recent residential address, it must put that address on the Register of Directors and notify Companies House. If this procedure is completed, the director may not file a service address other than his residential address for a period of 5 years after the date of the Registrar's decision to put his residential address on the register. Disclosure by court order Finally the Bill contains provisions for a liquidator, creditor, member or other person appearing to the court to have sufficient interest to apply to the court for an order requiring the residential address to be disclosed. The court may order either the company or Companies House to disclose this information if: there is evidence that service at the service address is ineffective; or it is necessary or expedient for the information to be provided in connection with the enforcement of an order or decree of the court. The court will only order disclosure by Companies House if the company does not have the residential address or the company has been dissolved. Comment Whilst this is a welcome change for many directors, the proposed procedures are not without difficulty. Companies House is now used to maintaining a separate and private register of residential addresses, as this forms part of the current confidentiality order process. However, many companies will be unused to working within these types of confidentiality obligations and undoubtedly there will be inadvertent disclosure of this private information. In addition, there appears to be no limit on the duration of these confidentiality obligations. The additional Register of Directors' Residential Addresses creates an extra burden on private companies, which goes against the general 'de-regulatory' aim of the Bill. Many new private companies will also not have a company secretary to help administer this additional register. A director who is at risk – for example directors of animal testing companies – may still find it difficult to find a suitable service address, as third party providers of this service will be wary of providing an address in high risk cases, because it exposes their service addresses to risk of attack. It is likely, therefore, that the company's registered office will be most often used as the service address. Finally, where existing residential addresses appear on the register they will continue to be accessible. There are no plans to remove historical records. This note reflects the contents of the Companies Bill dated 20 July 2006.

			What's New!
	7 May 2008 New Statutory Instruments published for consultation. BERR has published a set of draft Statutory Instruments, all of which will come into force on 1 October 2008, for consultation. Read more 28 March 2008 From 6 April 2008 private companies no longer need to appoint a company secretary Read more 20 March 2008 SIs for April 2008 implementation issued. Read more 17 December 2007 Fifth Commencement Order published. Read more 13 December 2007 Final commencement timetable announced. Read more

			More information
	Summary of the key provisions of the Bill History of the Bill Jordans' seminars Legislation and links

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