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Companies (Disclosure of Address) Regulations 2009

That the draft regulations laid before the House on 18 November 2008 be approved. My Lords, we are today debating two sets of draft regulations under the Companies Act 2006: the draft Companies (Disclosure of Address) Regulations and the draft Companies (Trading Disclosures) (Amendment) Regulations. During the parliamentary passage of the Companies Bill, noble Lords were concerned that directors’ home addresses should be protected. At Lords Report stage, we amended the Bill on the basis of a scheme suggested by the Association of the British Pharmaceutical Industry. I am pleased to recall that there was cross-party support for the revised scheme. Under the 2006 Act, when a company notifies Companies House of the appointment of an individual as a director, it will have to provide both a service address and a home address for the director. Only the service address will be placed on the public record. Addresses already on the public record will continue to be available from Companies House. The Act provides, however, for these addresses to be made unavailable for public inspection. Clearly, it is not possible to retract information that is already in the public domain or available from secondary sources. However, these regulations provide the procedures for an address to be made unavailable for future public inspection when there is a serious risk of violence or intimidation to the person to whom the address relates. Company directors and secretaries, both past and present, will be able to make applications regarding the protection of their home addresses as they appear on the public record. Companies will also be able to make applications covering the addresses of their members. Those, such as creditors, who have registered charges against a company will also be able to apply. Addresses that have been made unavailable for public inspection will still be held by the Registrar of Companies but will be disclosed only under a court order. For reasons relating to the technology used by the registrar, only addresses filed since January 2003 will be able to be made unavailable for public inspection. Removing older addresses is not possible without endangering the integrity of the public record. From 1 October 2009, every address that is filed as a director’s home address will be protected information. It will not be available for public inspection. Protected information may be disclosed by the registrar only to credit reference agencies and to specified public authorities. The draft regulations also provide the conditions for disclosure of protected information to these bodies. In addition, the regulations provide the procedures for a director to apply for higher protection for his or her home address so that it is not disclosed to credit reference agencies. This higher protection will replace the confidentiality order regime under the Companies Act 1985. Any director who has a valid confidentiality order on 30 September 2009 will automatically be granted this higher protection. The public authorities that are specified in these draft regulations are the regulatory and enforcement bodies to which the home addresses of directors with confidentiality orders may be disclosed, plus those other public authorities that currently rely on this information being made publicly available by Companies House. Before the registrar discloses protected information, he must be satisfied that the protected information will be used only for the purposes specified in the draft regulations. The main condition for disclosing any director’s home address to a specified public authority is that it intends to use the information only for carrying out its public functions. The registrar will disclose to credit reference agencies only the home addresses of directors who have not been granted higher protection. The credit reference agencies must intend to use the information for assessing financial status, for conducting checks for conflict of interest, for the prevention and detection of crime and fraud or for meeting obligations under the money-laundering regulations. Passing protected information to anyone not entitled to get it directly from the registrar would be considered by the registrar to be a breach of the conditions. It would, however, be acceptable for a credit reference agency to use protected information to confirm an address supplied to its client by a director or by a company on a director’s behalf. We are also debating draft regulations that amend the Companies (Trading Disclosures) Regulations 2008. Those regulations require every company to include its registered name in its business communications and documents and in signs at all its premises. A company is a being created by law and its name or registered number is needed to identify it. Companies have, therefore, always been required to display their names at their premises. This is particularly important at the registered office, as that is where documents can be served on the company. The sign is also greatly needed at any place where the public may inspect the company’s records. The 2008 regulations provided two exemptions from the requirement for signs: first, if the company has never traded and, secondly, if the premises are primarily used as living accommodation. This second exemption is available only if the premises are not the company’s registered office or where its records can be inspected. The draft regulations add two further exemptions. The first is for those companies whose activities lead to a serious risk of violence or intimidation to its directors or employees. The eligibility for this exemption is based on the criterion in the draft disclosure of address regulations for a director to apply for his home address not to be disclosed to a credit reference agency. This criterion relates to risks arising from a company’s activities. Clearly, if a company’s activities lead to such risks for all its directors, it is likely also to lead to risks to its employees. This exemption is from the requirement for a sign at premises that are not the company’s registered office or where the records can be inspected. The second exemption applies only if a liquidator or administrator has been appointed to the company and that liquidator or administrator’s office is the company’s registered office or where its records can be inspected. These draft regulations have in common the recognition of the need to strike a balance between the safeguards required and the public’s right to information. I commend these draft regulations to the House.