The recent extension granted to Oxford University of its existing injunction against animal rights activists has once again raised the issue of directors’ personal details being made public.
As part of the court order, a number of individuals and several named groups were told that they should not demonstrate close to the home of any person protected by the injunction or try to identify a vehicle in the relevant zone.
The current companies legislation provides for the disclosure of (amongst other personal details) a director’s name and private address. A confidentiality order is open to a director who considers that the publication of his usual residential address creates (or is likely to create) a serious risk that he, or anyone living with him, will be subjected to violence or intimidation. Where a confidentiality order is in force, his private address may be kept private and a substitute address disclosed.
At the moment, there are some 5 million directors in the UK of whom about 5 thousand have a confidentiality order in place.
The Company Law Review (which preceded the Company Law Reform Bill ("the Bill") currently making its way through parliament) was concerned that there was a real prospect of abuse as a result of a director’s personal address being put on the public register. The Bill originally provided for a system of non-disclosure certificates to be available to directors. Following the Bill’s progress through the House of Lords, the Bill now goes further than that.
Following enactment of the Bill, a company’s register of directors (available for public inspection) will contain a service address for each director (which may be stated as "the company’s registered office"). In addition, every company will have to keep a register of directors’ residential addresses stating the usual residential address of each of the company’s directors. A director’s usual residential address is described in the Bill as "protected information".
A company will not be able to use or disclose protected information about any of its directors except for communicating with the director concerned, to comply with a court order or to comply with any requirement of the Companies Acts as to particulars to be sent to the registrar. In addition, a director will be able to consent to the use or disclosure of his address. The registrar of companies will have to omit protected information from the material on the public register that is available for inspection.
Further provisions relate to the circumstances in which the registrar will be able to use or disclose protected information (for example, for communicating with the director in question or where there is evidence that service of documents at a service address is not effective to bring them to the notice of the director).
Many directors, particularly those operating in sensitive industries, will greet these provisions with relief.
Disclaimer
The material contained in this e-update is of the nature of general comment only and does not give advice on any particular matter. Recipients should not act on the basis of the information in this e-update without taking appropriate professional advice upon their own particular circumstances.
© MacRoberts 2006
