Office of Public Sector Information
PART 10 continued CHAPTER 8 continued
(1) A company must not use or disclose protected information about any of its directors, except—
(a) for communicating with the director concerned,
(b) in order to comply with any requirement of the Companies Acts as to particulars to be sent to the registrar, or
(c) in accordance with section 244 (disclosure under court order).
(2) Subsection (1) does not prohibit any use or disclosure of protected information with the consent of the director concerned.
(1) The registrar must omit protected information from the material on the register that is available for inspection where—
(a) it is contained in a document delivered to him in which such information is required to be stated, and
(b) in the case of a document having more than one part, it is contained in a part of the document in which such information is required to be stated.
(2) The registrar is not obliged—
(a) to check other documents or (as the case may be) other parts of the document to ensure the absence of protected information, or
(b) to omit from the material that is available for public inspection anything registered before this Chapter comes into force.
(3) The registrar must not use or disclose protected information except—
(a) as permitted by section 243 (permitted use or disclosure by registrar), or
(b) in accordance with section 244 (disclosure under court order).
(1) The registrar may use protected information for communicating with the director in question.
(2) The registrar may disclose protected information—
(a) to a public authority specified for the purposes of this section by regulations made by the Secretary of State, or
(b) to a credit reference agency.
(3) The Secretary of State may make provision by regulations—
(a) specifying conditions for the disclosure of protected information in accordance with this section, and
(b) providing for the charging of fees.
(4) The Secretary of State may make provision by regulations requiring the registrar, on application, to refrain from disclosing protected information relating to a director to a credit reference agency.
(5) Regulations under subsection (4) may make provision as to—
(a) who may make an application,
(b) the grounds on which an application may be made,
(c) the information to be included in and documents to accompany an application, and
(d) how an application is to be determined.
(6) Provision under subsection (5)(d) may in particular—
(a) confer a discretion on the registrar;
(b) provide for a question to be referred to a person other than the registrar for the purposes of determining the application.
(7) In this section—
“credit reference agency” means a person carrying on a business comprising the furnishing of information relevant to the financial standing of individuals, being information collected by the agency for that purpose; and
“public authority” includes any person or body having functions of a public nature.
(8) Regulations under this section are subject to negative resolution procedure.
(1) The court may make an order for the disclosure of protected information by the company or by the registrar if—
(a) there is evidence that service of documents at a service address other than the director’s usual residential address is not effective to bring them to the notice of the director, or
(b) it is necessary or expedient for the information to be provided in connection with the enforcement of an order or decree of the court,
and the court is otherwise satisfied that it is appropriate to make the order.
(2) An order for disclosure by the registrar is to be made only if the company—
(a) does not have the director’s usual residential address, or
(b) has been dissolved.
(3) The order may be made on the application of a liquidator, creditor or member of the company, or any other person appearing to the court to have a sufficient interest.
(4) The order must specify the persons to whom, and purposes for which, disclosure is authorised.
(1) The registrar may put a director’s usual residential address on the public record if—
(a) communications sent by the registrar to the director and requiring a response within a specified period remain unanswered, or
(b) there is evidence that service of documents at a service address provided in place of the director’s usual residential address is not effective to bring them to the notice of the director.
(2) The registrar must give notice of the proposal—
(a) to the director, and
(b) to every company of which the registrar has been notified that the individual is a director.
(3) The notice must—
(a) state the grounds on which it is proposed to put the director’s usual residential address on the public record, and
(b) specify a period within which representations may be made before that is done.
(4) It must be sent to the director at his usual residential address, unless it appears to the registrar that service at that address may be ineffective to bring it to the individual’s notice, in which case it may be sent to any service address provided in place of that address.
(5) The registrar must take account of any representations received within the specified period.
(6) What is meant by putting the address on the public record is explained in section 246.
(1) The registrar, on deciding in accordance with section 245 that a director’s usual residential address is to be put on the public record, shall proceed as if notice of a change of registered particulars had been given—
(a) stating that address as the director’s service address, and
(b) stating that the director’s usual residential address is the same as his service address.
(2) The registrar must give notice of having done so—
(a) to the director, and
(b) to the company.
(3) On receipt of the notice the company must—
(a) enter the director’s usual residential address in its register of directors as his service address, and
(b) state in its register of directors' residential addresses that his usual residential address is the same as his service address.
(4) If the company has been notified by the director in question of a more recent address as his usual residential address, it must—
(a) enter that address in its register of directors as the director’s service address, and
(b) give notice to the registrar as on a change of registered particulars.
(5) If a company fails to comply with subsection (3) or (4), an offence is committed by—
(a) the company, and
(b) every officer of the company who is in default.
(6) A person guilty of an offence under subsection (5) is liable on summary conviction to a fine not exceeding level 5 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 5 on the standard scale.
(7) A director whose usual residential address has been put on the public record by the registrar under this section may not register a service address other than his usual residential address for a period of five years from the date of the registrar’s decision.
(1) The powers of the directors of a company include (if they would not otherwise do so) power to make provision for the benefit of persons employed or formerly employed by the company, or any of its subsidiaries, in connection with the cessation or the transfer to any person of the whole or part of the undertaking of the company or that subsidiary.
(2) This power is exercisable notwithstanding the general duty imposed by section 172 (duty to promote the success of the company).
(3) In the case of a company that is a charity it is exercisable notwithstanding any restrictions on the directors' powers (or the company’s capacity) flowing from the objects of the company.
(4) The power may only be exercised if sanctioned—
(a) by a resolution of the company, or
(b) by a resolution of the directors,
in accordance with the following provisions.
(5) A resolution of the directors—
(a) must be authorised by the company’s articles, and
(b) is not sufficient sanction for payments to or for the benefit of directors, former directors or shadow directors.
(6) Any other requirements of the company’s articles as to the exercise of the power conferred by this section must be complied with.
(7) Any payment under this section must be made—
(a) before the commencement of any winding up of the company, and
(b) out of profits of the company that are available for dividend.
(1) Every company must cause minutes of all proceedings at meetings of its directors to be recorded.
(2) The records must be kept for at least ten years from the date of the meeting.
(3) If a company fails to comply with this section, an offence is committed by every officer of the company who is in default.
(4) A person guilty of an offence under this section is liable on summary conviction to a fine not exceeding level 3 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 3 on the standard scale.
(1) Minutes recorded in accordance with section 248, if purporting to be authenticated by the chairman of the meeting or by the chairman of the next directors' meeting, are evidence (in Scotland, sufficient evidence) of the proceedings at the meeting.
(2) Where minutes have been made in accordance with that section of the proceedings of a meeting of directors, then, until the contrary is proved—
(a) the meeting is deemed duly held and convened,
(b) all proceedings at the meeting are deemed to have duly taken place, and
(c) all appointments at the meeting are deemed valid.
In the Companies Acts “director” includes any person occupying the position of director, by whatever name called.
(1) In the Companies Acts “shadow director”, in relation to a company, means a person in accordance with whose directions or instructions the directors of the company are accustomed to act.
(2) A person is not to be regarded as a shadow director by reason only that the directors act on advice given by him in a professional capacity.
(3) A body corporate is not to be regarded as a shadow director of any of its subsidiary companies for the purposes of—
Chapter 2 (general duties of directors),
Chapter 4 (transactions requiring members' approval), or
Chapter 6 (contract with sole member who is also a director),
by reason only that the directors of the subsidiary are accustomed to act in accordance with its directions or instructions.
(1) This section defines what is meant by references in this Part to a person being “connected” with a director of a company (or a director being “connected” with a person).
(2) The following persons (and only those persons) are connected with a director of a company—
(a) members of the director’s family (see section 253);
(b) a body corporate with which the director is connected (as defined in section 254);
(c) a person acting in his capacity as trustee of a trust—
(i) the beneficiaries of which include the director or a person who by virtue of paragraph (a) or (b) is connected with him, or
(ii) the terms of which confer a power on the trustees that may be exercised for the benefit of the director or any such person,
other than a trust for the purposes of an employees' share scheme or a pension scheme;
(d) a person acting in his capacity as partner—
(i) of the director, or
(ii) of a person who, by virtue of paragraph (a), (b) or (c), is connected with that director;
(e) a firm that is a legal person under the law by which it is governed and in which—
(i) the director is a partner,
(ii) a partner is a person who, by virtue of paragraph (a), (b) or (c) is connected with the director, or
(iii) a partner is a firm in which the director is a partner or in which there is a partner who, by virtue of paragraph (a), (b) or (c), is connected with the director.
(3) References in this Part to a person connected with a director of a company do not include a person who is himself a director of the company.
(1) This section defines what is meant by references in this Part to members of a director’s family.
(2) For the purposes of this Part the members of a director’s family are—
(a) the director’s spouse or civil partner;
(b) any other person (whether of a different sex or the same sex) with whom the director lives as partner in an enduring family relationship;
(c) the director’s children or step-children;
(d) any children or step-children of a person within paragraph (b) (and who are not children or step-children of the director) who live with the director and have not attained the age of 18;
(e) the director’s parents.
(3) Subsection (2)(b) does not apply if the other person is the director’s grandparent or grandchild, sister, brother, aunt or uncle, or nephew or niece.
(1) This section defines what is meant by references in this Part to a director being “connected with” a body corporate.
(2) A director is connected with a body corporate if, but only if, he and the persons connected with him together—
(a) are interested in shares comprised in the equity share capital of that body corporate of a nominal value equal to at least 20% of that share capital, or
(b) are entitled to exercise or control the exercise of more than 20% of the voting power at any general meeting of that body.
(3) The rules set out in Schedule 1 (references to interest in shares or debentures) apply for the purposes of this section.
(4) References in this section to voting power the exercise of which is controlled by a director include voting power whose exercise is controlled by a body corporate controlled by him.
(5) Shares in a company held as treasury shares, and any voting rights attached to such shares, are disregarded for the purposes of this section.
(6) For the avoidance of circularity in the application of section 252 (meaning of “connected person”) —
(a) a body corporate with which a director is connected is not treated for the purposes of this section as connected with him unless it is also connected with him by virtue of subsection (2)(c) or (d) of that section (connection as trustee or partner); and
(b) a trustee of a trust the beneficiaries of which include (or may include) a body corporate with which a director is connected is not treated for the purposes of this section as connected with a director by reason only of that fact.
(1) This section defines what is meant by references in this Part to a director “controlling” a body corporate.
(2) A director of a company is taken to control a body corporate if, but only if—
(a) he or any person connected with him—
(i) is interested in any part of the equity share capital of that body, or
(ii) is entitled to exercise or control the exercise of any part of the voting power at any general meeting of that body, and
(b) he, the persons connected with him and the other directors of that company, together—
(i) are interested in more than 50% of that share capital, or
(ii) are entitled to exercise or control the exercise of more than 50% of that voting power.
(3) The rules set out in Schedule 1 (references to interest in shares or debentures) apply for the purposes of this section.
(4) References in this section to voting power the exercise of which is controlled by a director include voting power whose exercise is controlled by a body corporate controlled by him.
(5) Shares in a company held as treasury shares, and any voting rights attached to such shares, are disregarded for the purposes of this section.
(6) For the avoidance of circularity in the application of section 252 (meaning of “connected person”)—
(a) a body corporate with which a director is connected is not treated for the purposes of this section as connected with him unless it is also connected with him by virtue of subsection (2)(c) or (d) of that section (connection as trustee or partner); and
(b) a trustee of a trust the beneficiaries of which include (or may include) a body corporate with which a director is connected is not treated for the purposes of this section as connected with a director by reason only of that fact.
For the purposes of this Part—
(a) bodies corporate are associated if one is a subsidiary of the other or both are subsidiaries of the same body corporate, and
(b) companies are associated if one is a subsidiary of the other or both are subsidiaries of the same body corporate.
(1) References in this Part to a company’s constitution include—
(a) any resolution or other decision come to in accordance with the constitution, and
(b) any decision by the members of the company, or a class of members, that is treated by virtue of any enactment or rule of law as equivalent to a decision by the company.
(2) This is in addition to the matters mentioned in section 17 (general provision as to matters contained in company’s constitution).
(1) The Secretary of State may by order substitute for any sum of money specified in this Part a larger sum specified in the order.
(2) An order under this section is subject to negative resolution procedure.
(3) An order does not have effect in relation to anything done or not done before it comes into force.
Accordingly, proceedings in respect of any liability incurred before that time may be continued or instituted as if the order had not been made.
For the purposes of this Part it is immaterial whether the law that (apart from this Act) governs an arrangement or transaction is the law of the United Kingdom, or a part of it, or not.
Companies Act 2006