The Companies Act 2006
From 1 October 2009, the Companies Act 2006 will be fully implemented and included within the Act are the new sections 240-246 relating to Director's residential addresses and their protection from disclosure.
From this date, a Director will be able to give his usual residential address and a service address (which may be the company's registered office). Only the service address will appear in the company's register of directors. All communication from Companies House will then go to the service address, although there is scope for this to be altered to the residential address (see below). The residential address will go into a separate new register of directors' residential addresses and will have the status of "protected information" under section 240. The effect of this is that, unless the director otherwise consents, the company will only be able to disclose the residential address to Companies House, use it for communicating with the director or as allowed under a court order.
A company will have to notify Companies House of both a Director's service address and the usual residential address and any changes to either of these addresses. However, because the residential address is "protected information", Companies House will ensure it does not appear on the public register. Only certain public authorities and credit reference agencies will have access to it. There remains the capacity for Directors to apply to prevent even credit references from accessing their residential address.
It is possible, however, for Companies House to make public the service address and force the company to alter the service address of a Director to the protected residential address. This can only happen if either:-
- communications have been sent to the Director and remain unanswered; or
- there is evidence that sending documents to the service address is not effective to bring them to the notice of the Director. If Companies House propose to make the residential address public, they must first notify the Director and every company of which the person is a director of, and they must first consider any representations made to them before putting the residential address on public record.
A Company Secretary will only have to provide his company with a service address (which may be the company's registered office).
The Act does not prevent a Director or Company Secretary using their residential address as their service address.
Confidentiality Orders
Before 1 October 2009, directors are obliged to place their usual residential addresses on the register of directors which is open to public scrutiny. Directors at serious risk of violence or intimidation may apply for a confidentiality order. A director with a confidentiality order provides a service address as well as his usual residential address. The service address is the address of public record in the company's register and at Companies House. The usual residential address remains confidential, subject to access rights for certain authorities.
Company Action
From 1 October 2009, all companies will need to keep a separate confidential register of directors' residential addresses if their directors choose to have separate service addresses.
Companies should also consider that from 1 October 2009, without a Director's consent, they will only be able to disclose or use "protected information" (being residential addresses not used as service addresses) for the limited purposes allowed by the 2006 Act. They will need to have regard to this in their other activities.
When considering the use of service addresses, directors should understand that the introduction of a separate service address for a Director will not expunge previous records from Companies House, so that a Director's residential address will still be available to those prepared to examine historical files. Service addresses are therefore only likely to be worth considering when setting up a new company or when moving home.
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.