Draft Regulations laid before Parliament under sections 1088(6) and 1290 of the Companies Act 2006, for approval by resolution of each House of Parliament.
2018 No. XXXX
The Companies (Disclosure of Address) (Amendment) Regulations 2018
Made
Coming into force in accordance with regulation 1
The Secretary of State makes the following Regulations in exercise of powers conferred by sections 243(4) and (5)(b), (c) and (d), 1088, 1292(1) and (4) of the Companies Act 20061 and sections 15(a) and 17(2)(c) and (3)(a) of the Limited Liability Partnerships Act 20002.
In accordance with sections 1088(6) and 1290 of the Companies Act 2006, a draft of the following Regulations was laid before Parliament and approved by a resolution of each House of Parliament.
PART 1Introductory
Citation, commencement and interpretation1
1
These Regulations may be cited as the Companies (Disclosure of Address) (Amendment) Regulations 2018 and come into force on the day after the day on which they are made.
2
In these Regulations “the 2009 Regulations” means the Companies (Disclosure of Address) Regulations 20093.
PART 2Amendment of the 2009 Regulations
Amendment of Part 1 of the 2009 Regulations2
1
Part 1 of the 2009 Regulations is amended in accordance with this regulation.
2
In paragraph (2) of regulation 1 (citation, commencement and interpretation)—
a
for the definition of “police force”, substitute—
“police force” means—
- a
a police force within the meaning of section 101(1) of the Police Act 1996 (interpretation)4,
- b
the Police Service of Scotland within the meaning of section 6 of the Police and Fire Reform (Scotland) Act 2012 (the Police Service of Scotland)5,
- c
the Police Service of Northern Ireland and the Police Service of Northern Ireland Reserve within the meaning of section 1 of the Police (Northern Ireland) Act 2000 (name of the police in Northern Ireland)6,
and includes a police force constituted under, or referred to in, any corresponding earlier enactments;
b
in the definition of “relevant organisation”—
i
for the comma after “the Secret Intelligence Service” substitute “or”, and
ii
omit “or a police force”;
c
in the definition of “section 1088 decision”, after “section 1088 application” insert “under regulation 10(1) or 11(1)”.
Amendment of Part 2 of the 2009 Regulations3
1
Part 2 of the 2009 Regulations (disclosure of protected information) is amended in accordance with this regulation.
2
In paragraphs (2)(b) and (4)(b) of regulation 5 (application under section 243 by an individual), after “relevant organisation” insert “or a police force, or is or has been a constable in a police force”.
3
In paragraph (3)(b) of regulation 8 (matters relating to a section 243 application), after “relevant organisation” insert “or a police force, or is or has been a constable in a police force”.
Amendment of Part 3 of the 2009 Regulations4
1
Part 3 of the 2009 Regulations (application to make an address unavailable for public inspection under section 1088) is amended in accordance with this regulation.
2
For regulation 9 substitute—
Application under section 1088 to make an address unavailable for public inspection by an individual9
1
Where an individual’s usual residential address is on the register7, that individual may make a section 1088 application8 in respect of that address, where that address was placed on the register in the individual’s capacity as—
a
a proposed director or director or manager under—
i
section 10 (documents to be sent to registrar)9, 288 (register of directors and secretaries)10, 363 (duty to deliver annual returns)11, 686 (other requirements for registration)12, 691 (documents to be delivered to registrar)13 or 692 (registration of altered particulars)14 of, or paragraph 2 of Schedule 21A (branch registration under the eleventh company law directive (89/666/EEC))15 to, the 1985 Act,
ii
article 21 (documents to be sent to registrar)16, 296 (register of directors and secretaries)17, 371 (duty to deliver annual returns)18, 635 (other requirements for registration)19, 641 (documents to be delivered to registrar)20 or 642 (registration of altered particulars)21 of, or paragraph 2 of Schedule 20A (branch registration under the eleventh company law directive (89/666/EEC))22 to, the 1986 Order,
iii
section 855 (contents of annual return: general)23,
iv
v
regulation 83 (registration of a public company by the conversion of an SE)28 of the Northern Ireland SEs Regulations,
vi
regulation 85 (registration of a public company by the conversion of an SE)29 of the SEs Regulations;
b
a permanent representative under Schedule 21A to the 1985 Act, Schedule 20A to the 1986 Order or regulations made under section 1046;
c
a proposed secretary or secretary under—
i
section 10, 288, 363, 691 or 692 of, or paragraph 2 of Schedule 21A to, the 1985 Act,
ii
article 21, 296, 371, 641 or 642 of, or paragraph 2 of Schedule 20A to, the 1986 Order,
iii
section 855,
iv
v
regulation 83 of the Northern Ireland SEs Regulations,
vi
regulation 85 of the SEs Regulations;
d
a proposed member or member of a Societas Europaea under—
i
regulation 79 (register of members of supervisory organ)32 of the old SEs Regulations,
ii
f
a subscriber under—
i
section 10 of the 1985 Act,
ii
article 21 of the 1986 Order,
iii
section 9 or regulations made under section 1040,
or any other obligation to file a memorandum of association;
g
as a member or former member under—
i
ii
iii
section 854 (duty to deliver annual returns) or regulations made under section 1040,
iv
or any other obligation to file with the registrar an annual return or a return of allotment of shares;
2
The application must contain—
a
the name and any former name of the applicant;
b
the usual residential address of the applicant that is to be made unavailable for public inspection;
c
an address for correspondence in respect of the application;
d
the name and registered number of each company in respect of which the applicant has indicated in the application that the applicant’s usual residential address was placed on the register;
e
in respect of each company falling within sub-paragraph (d)—
i
the name of the document in which that usual residential address appears on the register,
ii
where that document is a form, the number and title of the form, and
iii
the registration date of that document;
f
where the application includes a company which is required to maintain a current address for the applicant on the register, the service address which is to replace the usual residential address;
g
the date of birth of the applicant; and
h
where the registrar has allotted a unique identifier to the applicant, that unique identifier.
3
In regulation 10 (application under section 1088 to make an address unavailable for public inspection by a company)—
a
in paragraph (1)(a), omit “delivered to the registrar on or after 1st January 2003”;
b
in paragraph (1)(b)—
i
omit from “where that memorandum” to the end, and
ii
after “memorandum of association” insert “, statement of capital and initial shareholdings or statement of guarantee.”.
4
In paragraph (1)(a)(i) of regulation 11 (application under section 1088 to make an address unavailable for public inspection by a person who registers a charge), omit “on or after 1st January 2003,”.
5
In regulation 12 (matters relevant to section 1088 applications)—
a
in paragraph (1), omit “9,”;
b
in paragraph (2)—
i
omit “9(5),”,
ii
omit sub-paragraph (a)(i),
iii
omit “or” at the end of sub-paragraph (a), and
iv
omit sub-paragraph (b).
6
For regulation 13 (effect of a successful section 1088 application), substitute—
Effect of a section 1088 application13
1
Paragraphs (2) to (4) apply in relation to a section 1088 application made under regulation 9.
2
The registrar must make the specified address unavailable for public inspection in the places on the register where the applicant has indicated, in the application, that it appears.
3
Where the application relates to an entry concerning a company which is required to maintain a current address for the applicant on the register, the registrar must make the specified address unavailable for public inspection by replacing it with the service address provided by the applicant.
4
In any other case the registrar must make the specified address unavailable for public inspection by removing all elements of that address, except—
a
for a United Kingdom address—
i
the outward code from the postcode, or
ii
where the address on the register does not include the outward code from the postcode, any information in that address that denotes a geographical area which is equivalent to or larger than the area represented by the outward code of the postcode which applies to that address; and
b
for an address other than a United Kingdom address, the country or territory and the name of the next principal unit of geographical subdivision for that country or territory (e.g. the state, region, province, county, district, municipality or equivalent) if there is one included in that address as it appears on the register.
5
Where a section 1088 application has been made under regulation 10(1) and has been determined in favour of the applicant, the registrar must make all of the members’, former members’ or subscribers’ addresses unavailable for public inspection by removing the whole of those addresses.
6
Where a section 1088 application has been made under regulation 11(1) and has been determined in favour of the applicant, the registrar must make the specified address unavailable for public inspection by removing the whole address and, where the applicant is the chargee, replacing it with the service address provided by the applicant.
7
In this regulation—
“specified address” means the address specified in the application as being the one to be made unavailable for public inspection; and
“outward code” means the part of a postcode before the internal space but not the number and letters which come after that space.
Amendment of Part 4 of the 2009 Regulations5
1
Part 4 of the 2009 Regulations (matters relating to applications under section 243 and under section 1088) is amended in accordance with this regulation.
2
In regulation 14 (appeals), omit “9(6),” in both places where it occurs.
PART 3Consequential and transitional amendments
Consequential amendments to the Scottish Partnerships (Register of People with Significant Control) Regulations 20176
1
Regulation 64 of the Scottish Partnerships (Register of People with Significant Control) Regulations 201747 is amended in accordance with this regulation.
2
In the modified section 1088, in subsection (3)(b)—
a
for “regulation 9 (application to make an address unavailable for public inspection by an individual)” substitute “regulation 9 (application under section 1088 to make an address unavailable for public inspection by an individual)”;
b
for the substituted regulation 9, substitute—
9
1
Where an individual’s usual residential address is on the register, that individual may make a section 1088 application in respect of that address where, in the individual’s capacity as a registrable person, that address was placed on the register either—
a
as a service address in a statement of initial significant control delivered to the registrar under section 8A of the Limited Partnerships Act 190748, or
b
as a service address included in the required particulars of a registrable person delivered to the registrar to comply with an obligation in Part 5 of the Scottish Partnerships (Register of People with Significant Control) Regulations 2017.
2
The application must contain—
a
the name and any former name of the applicant;
b
the usual residential address of the applicant that is to be made unavailable for public inspection;
c
an address for correspondence in respect of the application;
d
the name and registered number of each eligible Scottish partnership49 in respect of which the applicant has indicated in the application that the applicant’s usual residential address was placed on the register;
e
in respect of each eligible Scottish partnership falling within sub-paragraph (d)—
i
the name of the document in which that usual residential address appears on the register,
ii
where that document is a form, the number and title of the form, and
iii
the registration date of that document;
f
where the application includes an eligible Scottish partnership which is required to maintain a current address for the applicant on the register, the service address which is to replace the usual residential address; and
g
the date of birth of the applicant.
c
in subsection (3)(c), for “10 and 11” substitute “10, 11 and 12”;
d
omit subsection (3)(d);
e
in subsection (3)(e), for the substituted regulation 13 (effect of a successful 1088 application) substitute—
13
1
This regulation applies in relation to a section 1088 application made under regulation 9.
2
The registrar must make the specified address unavailable for public inspection in the places on the register where the applicant has indicated, in the application, that it appears.
3
Where the application relates to an entry concerning an eligible Scottish partnership which is required to maintain a current address on the register for the applicant, the registrar must make the specified address unavailable for public inspection by replacing it with the service address provided by the applicant.
4
In any other case, the registrar must make the specified address unavailable for public inspection by removing all elements of that address except—
a
for a United Kingdom address—
i
the outward code from the postcode, or
ii
where the address on the register does not include the outward code from the postcode, any information in that address that denotes a geographical area which is equivalent to or larger than the area represented by the outward code of the postcode which applies to that address; and
b
for an address other than a United Kingdom address, the country or territory and the name of the next principal unit of geographical subdivision of that country or territory (e.g. the state, region, province, county, district, municipality or equivalent) if there is one included in that address as it appears on the register.
5
In this regulation—
“specified address” means the address specified in the application as being the one to be made unavailable for public inspection; and
“outward code” means the part of a postcode before the internal space but not the number and letters which come after that space.
f
for subsections (3)(f) to (h) substitute—
i
omit regulations 14 to 16.
Consequential amendments to the Limited Liability Partnerships (Application of Companies Act 2006) Regulations 20097
1
Regulation 66 of the Limited Liability Partnerships (Application of Companies Act 2006) Regulations 200950 is amended in accordance with this regulation.
2
In the substituted section 1088, for subsection (3)(f) substitute—
f
in regulation 9, for paragraph (1) substitute—
1
Where an individual’s usual residential address is on the register, that individual may make a section 1088 application in respect of that address, where that address was placed on the register in the individual’s capacity as—
a
a proposed member or member under—
i
section 2 (incorporation document etc.) or 9 (registration of membership changes) of the Limited Liability Partnerships Act 200051,
ii
section 2 (incorporation document etc.) or 9 (registration of membership changes) of the Limited Liability Partnerships Act (Northern Ireland) 200252,
iii
iv
b
a registrable person under—
i
section 2 of the Limited Liability Partnerships Act 2000 (incorporation document etc.),
ii
any obligation in Part 21A (information about people with significant control)59.
Transitional provision8
1
If a section 1088 application was received by the registrar before the day on which these Regulations came into force, the application must be dealt with by the registrar in accordance with the 2009 Regulations as they applied before these Regulations came into force.
2
In this regulation “section 1088 application” has the meaning given by regulation 1(2) of the 2009 Regulations.
(This note is not part of the Regulations)