Addresses (directors' and members' or shareholders')
Directors
Members/Shareholders
1. Do directors still have to provide their residential addresses to Companies House?
Yes. On appointment of a director, a company must file with Companies House specified information about the director. This information includes both his or her service address for that directorship and his or her usual residential address. (Provided the service address is not the company’s registered office, a statement to the effect that that the service address is the residential address may be given instead residential address.) Any change to these addresses must also be filed within 14 days.
The service address is placed on the public record but not the residential address (or statement that it is the service address). The residential address is protected information. Only certain public authorities and credit reference agencies have access to protected information and then only under certain conditions.
Sections 163, 165, 167, 240 & 242 Companies Act 2006; and Companies (Disclosure of Address) Regulations 2009 (SI 2009/214)
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2. What are the restrictions on service addresses used by directors?
The only restriction is that the service address must be a place where documents can be physically delivered with acknowledgement being given of the delivery. This means that the service address may, for example, be the company’s registered office.
Companies Act 2006 (Annual Return and Service Addresses) Regulations 2008 (SI 2008/3000)
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3. Who can obtain a director’s residential address from Companies House and why?
Directors’ residential addresses are protected information. Certain public bodies can obtain protected information but only for carrying out their public functions. The public bodies who can obtain the information are specified in Regulations.
In addition, credit reference agencies can obtain the residential addresses of most directors for vetting applications for credit and associated work and to meet obligations in the Money Laundering Regulations. However certain categories of directors can apply to the Registrar for their addresses not to be provided to credit reference agencies.
Section 243, Companies Act 2006; and Companies (Disclosure of Address) Regulations 2009 (SI 2009/214)
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4.What protection should a company give to its directors’ home addresses ?
A company must get the consent of the director concerned before it uses or discloses his address. The only exceptions are:
Its use of the address for communicating with the director;
Filing the address with Companies House
Disclosure under a court order.
Companies will wish to have regard to this obligation when fulfilling their obligation as regards their members’ inspection of service contracts.
Section 241, Companies Act 2006
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5. Which directors’ addresses will not be provided to credit reference agencies?
Credit reference agencies are not able to obtain the usual residential address of any director who was the beneficiary of a valid Confidentiality Order on 30 September 2009 or of any director who has made 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.
Section 243, Companies Act 2006; and Companies (Disclosure of Address) Regulations 2009 (SI 2009/214)
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6 What will be the position of those who had been granted Confidentiality Orders?
Anyone who held a Confidentiality Orders on 30 September 2009 has the higher level of protection under section 243 of the 2006 Act. Companies (Disclosure of Address) Regulations 2009 (SI 2009/214)
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7. Must the names and addresses of all members/shareholders be included in Annual Returns?
No company is required to provide the names and address of all its members or shareholders. The information that companies limited by shares have to provide in their Annual Return depends on whether or not the companies’ shares are traded on regulated markets (AIM and PLUS are not regulated markets). Companies that are not limited by shares are not required to include any details of their members in their Annual Returns.
Most companies’ shares are not traded on regulated markets. The Annual Return or these companies must include the names of all their members (ie shareholders whose names are on the register) in their Annual Returns. They must not provide their members’ addresses.
Companies whose shares are traded on regulated markets are required to include the names and addresses of members who held at least 5 per cent of the issued shares of any class during the period covered by the return. Such companies must not provide the names and addresses of any other members.
The requirements for companies whose shares are publicly traded, whether on regulated markets or elsewhere, will change with effect from 1 October 2011. Draft Regulations and a draft impact assessment have been published on
http://www.bis.gov.uk/assets/biscore/business-law/docs/c/11-812-companies-act-annual-returns-regulations-draft.pdf
http://www.bis.gov.uk/assets/biscore/business-law/docs/e/11-813-explanatory-memorandum-annual-returns-regulations.pdf
Section 856 (as amended) Companies Act 2006 and section 364A (as amended) Companies Act 1985
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8. Can Members or Shareholders’ addresses be obtained from Companies House?
Information in Annual Returns can always be obtained from Companies House. However the only shareholders whose addresses are included in Annual Returns are those who hold 5 per cent or more of companies traded on EU regulated markets. (Annual Returns made up to dates before 1 October 2008 include all shareholders' addresses.)
Sections 856 1080 & 1085, Companies Act 2006 and section 364A (as amended) & 709, Companies Act 1985 as amended
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