COMPANIES Citation, commencement and interpretation 1 1 These Regulations may be cited as the Companies (Particulars of Usual Residential Address) (Confidentiality Orders) Regulations 2002. 2 These Regulations shall come into force on 2nd April 2002. 3 In these Regulations— “the 1985 Act ” means the Companies Act 1985; “the LLP Regulations ” mean the Limited Liability Partnerships (Particulars of Usual Residential Address) (Confidentiality Orders) Regulations 2002 ; “beneficiary of an order” means an individual in relation to whom a confidentiality order is in force; “company” means a relevant company within the meaning of section 723D of the 1985 Act and a company incorporated outside Great Britain proposing to establish a place of business, or open a branch in Great Britain, which would require that company to deliver for registration the information specified in section 691 of the 1985 Act, or Schedule 21A, as the case may be; “competent authority” means any authority specified in Schedule 1 to these Regulations; “police force” means a police force within the meaning of section 101(1) of the Police Act 1996 or section 50 of the Police (Scotland) Act 1967 ; “service address” means the address specified pursuant to regulation 2(2)(b) in an application made under section 723B(1) of the 1985 Act or, if another address has been substituted under regulation 7, the address most recently substituted under that regulation; and “working day” means any day other than a Saturday, a Sunday, Christmas Day, Good Friday or a day which is a bank holiday in any part of England or Wales under or by virtue of the Banking and Financial Dealings Act 1971 . PART I Applications for confidentiality orders under section 723B of the 1985 Act 2 1 An application for a confidentiality order shall be made to the Secretary of State. 2 An application for a confidentiality order shall: a be in such form and contain such information and be accompanied by such evidence as the Secretary of State may from time to time direct; b specify each company of which the applicant is or proposes to become a director, secretary or permanent representative and shall specify an address complying with regulation 9; 3 The Secretary of State may from time to time direct different information or evidence be provided for different cases or categories of application. 4 The Secretary of State may require any information or evidence delivered by an applicant to be verified in such manner as she may direct. 5 The Secretary of State may require any application to be supported by a statement by any company to which the application relates that that company wishes a confidentiality order to be made in respect of the applicant together with the statement of the reasons for that wish. 6 At any time after receiving an application and before determining it, the Secretary of State may require that any applicant deliver additional information or evidence including the delivery by a company of a statement complying with paragraph (5). 7 Subject to paragraph (8) each application shall be accompanied by a fee of £100, and the Secretary of State may reject any application without considering it unless it is accompanied by such fee. 8 No fee shall be payable where an application is made by an applicant— a who at the same time has made an application for a confidentiality order under the LLP Regulations, and where a fee has been paid in respect of that application; or b in respect of whom, at the time of the application, a confidentiality order made under the LLP Regulations is in force. 9 An applicant may withdraw his application, by notice delivered to the Secretary of State, at any time before the Secretary of State makes a decision on the application, and the Secretary of State may retain the fee paid in respect of that application. Referral of questions for the purposes of the determination of an application 3 1 The Secretary of State may, in respect of any application or category of applications, refer to a relevant body any question relating to an assessment, in the case of such application or category of applications, of the nature and extent of any risk of violence or intimidation considered by the applicant as likely to be created in relation to the applicant, or any person living with him, by virtue of the availability for inspection by members of the public of particulars of his usual residential address. 2 The Secretary of State may also refer to a relevant body any question as to the nature or extent of any risk of violence or intimidation likely to be created in relation to any applicant or category of applicants or persons living with them as a result of their involvement in the activities of a particular company or category of companies or of a particular sector of commerce or industry. 3 The Secretary of State may accept any answer to a question referred in accordance with paragraph (1) or (2) as providing sufficient evidence of the nature and extent of any risk relevant to an applicant or any person living with him for the purposes of any determination under section 723B(3) or (4) of the 1985 Act. 4 In this regulation, “relevant body” means any police force and any other person whom the Secretary of State considers may be able to assist in answering a question referred to that person under paragraph (1) or (2). Notification of the outcome of an application 4 The Secretary of State shall send the applicant at his usual residential address, as stated in his application, notice of her decision under section 723B(3) or (4) of the 1985 Act and such notice shall be sent within five working days of the decision being made. Appeals 5 1 An applicant who has received notice under regulation 4 that his application for a confidentiality order has been unsuccessful may appeal to the High Court or the Court of Session on the grounds that the decision— a is unlawful; b is irrational or unreasonable; or c has been made on the basis of a procedural impropriety or otherwise contravenes the rules of natural justice. 2 No appeal under this regulation may be brought unless the leave of the court has been obtained. 3 An applicant must bring an appeal within 21 days of the sending of the notice under regulation 4 or, with the court’s permission, after the end of such period, but only if the court is satisfied: a where permission is sought before the end of that period, that there is good reason for the applicant being unable to bring the appeal in time; or b where permission is sought after that time, that there was a good reason for the applicant’s failure to bring the appeal in time and for any delay in applying for permission. 4 The court determining an appeal may— a dismiss the appeal; or b quash the decision, and where the court quashes a decision it may refer the matter to the Secretary of State with a direction to reconsider it and to make a determination in accordance with the findings of the court. PART II Service addresses 6 Where an application for a confidentiality order is made by a director, secretary or permanent representative, that individual shall notify to each of the companies specified in the application the service address specified in the application pursuant to regulation 2(2)(b). 7 If a beneficiary of an order wishes to substitute another address, complying with regulation 9, for an address specified by him under regulation 2(2)(b) or previously notified by him under this regulation, he shall do so by notifying every company of which he is a director, secretary or permanent representative of the address to be substituted. 8 Where the beneficiary of an order— a becomes a director, secretary or permanent representative of a company; or b is to be named in a statement delivered under section 10(2) of the 1985 Act as a director or secretary of a company to be formed under the 1985 Act; or c is a director, secretary or permanent representative of a company at the time when it establishes a place of business in Great Britain requiring registration of information under section 691 of the 1985 Act or opens a branch in Great Britain requiring registration of information under Schedule 21A to the 1985 Act, or proposes to establish such a place of business or open such a branch that beneficiary shall, in a case falling within (a) or (c) above notify to the company the service address, and in a case falling within (b) above notify the service address to be included in the statement as provided in Schedule 1 to the 1985 Act. 9 1 Where an applicant for a confidentiality order or a beneficiary of an order holds, or proposes to hold, office as a director, secretary or permanent representative of more than one company the service address specified by that applicant or beneficiary in relation to each such company must be the same, and that address shall have effect for all offices held, or proposed to be held, by that applicant or beneficiary. 2 A service address must be at a place at which service of documents may be effected by physical delivery other than a PO or a DX Box Number and where that delivery is capable of being recorded by the obtaining of an acknowledgement of delivery by any person. 3 A service address must be situated within a state within the European Economic Area, and “a state within the European Economic Area” means a state which is a member of the European Communities and the Republic of Iceland, the Kingdom of Norway and the Principality of Liechtenstein. PART III Duration and renewal of a confidentiality order 10 1 Subject to paragraphs (2), (3), and (4) a confidentiality order shall remain in force for the period of five years from the date on which it is made unless revoked earlier under regulation 11. 2 Where the beneficiary of a confidentiality order (“the existing order”) delivers an application under section 723B(1) of the 1985 Act for a further confidentiality order (“the new order”) before the expiry of the existing order (“the expiry date”) and the Secretary of State decides before the expiry date to make a new order under section 723B(3) of the 1985 Act, the new order shall come into force on the expiry of the existing order. 3 Where the beneficiary of an existing order delivers an application under section 723B(1) of the 1985 Act for a new order before the expiry date and the Secretary of State has not made a decision under section 723B(3) or (4) of the 1985 Act before that date, the existing order shall continue in force until— a the Secretary of State makes a decision under section 723B(3) of the 1985 Act and the new order is made; or b the application is dismissed under section 723B(4) of the 1985 Act. 4 Where a confidentiality order is made in relation to an application in respect of which no fee has been paid pursuant to paragraph (8) of regulation 2 that order shall remain in force for a period equal to the period for which the confidentiality order referred to in paragraph (8) of regulation 2, made under the LLP Regulations, is to remain in force. Revocation of a confidentiality order 11 1 The Secretary of State may revoke a confidentiality order at any time if she is satisfied that— a the beneficiary of the order, or any other person, in purported compliance with any provision of these Regulations, has furnished the Secretary of State with false, misleading or inaccurate information; or b the registrar has not received, within the period of 28 days beginning with the date on which the beneficiary of the order was sent notice under regulation 4 of the Secretary of State’s decision, in relation to each company of which that beneficiary is a director, secretary or permanent representative, the information in respect of the service address required to be delivered to the registrar under sections 288, 692 or Schedule 21A of the 1985 Act, as the case may be, by virtue of the making of the order; or c the registrar has not received within the period of 28 days from— i any change or alteration among, or to, the directors, the secretary or permanent representatives by virtue of the appointment of a beneficiary of any order; or ii any change in the particulars of the usual residential address or the service address of the beneficiary of an order, in relation to each company of which that beneficiary is a director, secretary or permanent representative, the information required to be delivered to the registrar under sections 288, 692 or Schedule 21A of the 1985 Act, as the case may be, of any such change or alteration, whether that change or alteration occurred before or after the making of the confidentiality order; or d any statement delivered to the registrar under section 10(2) of the 1985 Act naming an individual in respect of whom a confidentiality order under section 723B of that Act has been made did not contain the service address of the beneficiary or was not accompanied by a statement under section 10(2A) containing the usual residential address of the beneficiary; or e any return required to be delivered to the registrar under section 691(1)(b)(i) of, or paragraph 1(1) of Schedule 21A to, the 1985 Act does not contain the service address of the beneficiary or any return required to be delivered to the registrar under sub-section (5) of section 691 of, or paragraph 9 of Schedule 21A to, the 1985 Act is not so delivered; or f any address purporting to be the service address of a beneficiary of an order which has been notified to the registrar under any provision of the 1985 Act which does not comply with all the requirements of regulation 9. 2 Where a beneficiary of an order is also the beneficiary of a confidentiality order made under the LLP Regulations which is revoked under those Regulations, the order made under section 723B of the 1985 Act is also revoked. 3 If the Secretary of State proposes to revoke an order under this regulation, other than one revoked under paragraph (2), she shall send the beneficiary of the order notice. 4 The notice must— a state the grounds on which it is proposed to revoke the order; b inform the beneficiary that he may, within the period of 21 days beginning with the date of the notice, deliver representations to the Secretary of State; and c state that if representations are not received by the Secretary of State within that period, the order will be revoked at the expiry of that period. 5 If the beneficiary delivers representations as to why the order should not be revoked within the period specified in paragraph (4), the Secretary of State shall have regard to the representations in determining whether to revoke the order, and shall send the beneficiary notice of her decision, and such notice shall be sent within five working days of the decision being made. 6 Any communication by the Secretary of State in respect of the revocation or proposed revocation of a confidentiality order shall be sent to the beneficiary at his usual residential address. Notification of cessation of a confidentiality order 12 On a confidentiality order ceasing to have effect, for whatever reason, the beneficiary of that order shall notify every relevant company within the meaning of section 723D(1)(a) of the 1985 Act of which he is a director or secretary, of that order ceasing to have effect within five days of its so ceasing to have effect. PART IV Access to confidential records 13 1 Subject to paragraph (2) a competent authority is entitled to inspect, and take copies of, confidential records. 2 The circumstances in which a competent authority may inspect, and take copies of, confidential records are that the registrar has made a determination, in respect of that competent authority, as to the manner in which that competent authority and its officers, servants and representatives may inspect, and take copies of, confidential records. 3 The registrar may from time to time vary or revoke any determination with the consent of the competent authority in respect of whom it has been made. Disclosure of relevant information 14 1 Subject to regulation 13 the disclosure of relevant information by any person is prohibited in the following circumstances— a where the information disclosed was delivered to the registrar, after the making of a confidentiality order in relation to the beneficiary of an order to whom the information relates, in the course of the performance of the duties of the registrar under the 1985 Act in respect of that information and the information was obtained by the person disclosing it from the registrar; b where the information disclosed was provided to a company, of which the beneficiary of the order to which the information relates was a director, secretary or permanent representative, after the making of that order, for the purpose of enabling the company to comply with sections 288, 289, 290, 691, 692 and Schedule 21A of the 1985 Act, as the case may be, and the information was obtained by the person disclosing it from the company. 2 Paragraph (1) does not prohibit the disclosure of relevant information by a competent authority which is made for the purpose of facilitating the carrying out of a public function and “public function” includes— a any function conferred by or in accordance with any provision contained in any enactment or subordinate legislation; b any function conferred by or in accordance with any provision contained in the Community Treaties or any Community instrument; c any similar function conferred on persons by or under provisions having effect as part of the law of a country or territory outside the United Kingdom; d any function exercisable in relation to the investigation of any criminal offence or for the purposes of any criminal proceedings, and disclosure for the purpose of facilitating the carrying out of a public function includes disclosure in relation to, and for the purpose of, any proceedings whether civil, criminal or disciplinary in which the competent authority engages while carrying out its public functions. 3 Paragraph (1) does not prohibit the disclosure of relevant information where the disclosure— a facilitates the creation and maintenance of confidential records, the protected part of the register of a company, any return by an oversea company of information which is to form part of confidential records and the provision of facilities for the inspection and copying of confidential records; or b is by the registrar, or any person performing functions on his behalf, of any relevant information obtained in the circumstances described in sub-paragraph (1)(a), included in any document delivered to the registrar under any provision of the 1985 Act where that document is prescribed in respect of the delivery to the registrar of any information which is not relevant information and that document is made available for inspection and copying as if that were required by section 709(1) of the 1985 Act; or c is by any person of any relevant information obtained by that person from any document as is referred to in sub-paragraph (b). 4 Paragraph (1) does not prohibit the disclosure by any person of relevant information obtained in the course of the performance of their duties or functions, where that disclosure occurred notwithstanding the exercise by that person of the due care and diligence in maintaining the confidentiality, required by the 1985 Act and these Regulations, of that information, that could reasonably be expected of a person performing those duties and functions. 5 In this regulation— “enactment” includes— an Act of the Scottish Parliament; Northern Ireland legislation; “subordinate legislation” has the meaning given in the Interpretation Act 1978 and also includes an instrument made under an Act of the Scottish Parliament or under Northern Ireland legislation. PART V Form and delivery of notices etc. 15 1 Any notice— a by the Secretary of State under regulation 4, 11(3) or 11(5); or b to the Secretary of State under regulation 2(9); and any representations made to the Secretary of State under regulation 11 shall be in legible form. 2 Where any notice is required to be sent by the Secretary of State to the usual residential address of any person, that notice is validly sent if sent to the address of that person, shown in the records of the registrar available for inspection or copying under section 709 of the 1985 Act or the confidential records as the case may be when the notice is sent. Amendments of enactments 16 The enactments mentioned in Schedule 2 to these Regulations shall have effect with the amendments specified being amendments supplemental to, and consequential upon, the making of these Regulations. Offences and penalties 17 1 Any person who, in an application under section 723B of the 1985 Act, makes a statement which he knows to be false in a material particular, or recklessly makes a statement, which is false in a material particular, shall be guilty of an offence. 2 Any person who discloses information in contravention of regulation 14 shall be guilty of an offence. 3 A person guilty of an offence under paragraph (1) or (2) shall be liable— a on conviction on indictment, to imprisonment for a term not exceeding two years or to a fine or to both; and b on summary conviction, to imprisonment not exceeding six months, or to a fine not exceeding the statutory maximum or to both. Melanie J. Johnson, Parliamentary Under Secretary of State for Competition, Consumers and Markets, Department of Trade and Industry 31st March 2002