|
| |
|
(b) | the information that his service address is his usual residential address. |
| |
(2) | That information is referred to in this Chapter as “protected information”. |
| |
221 | Protected information: restriction on use or disclosure by company |
| |
(1) | A company must not use or disclose protected information about any of its |
| |
| 5 |
(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 224 (disclosure under court order). |
| |
(2) | Subsection (1) does not prohibit any use or disclosure of protected information |
| 10 |
with the consent of the director concerned. |
| |
222 | Protected information: restriction on use or disclosure by registrar |
| |
(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 |
| 15 |
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 |
| |
| |
(2) | The registrar is not obliged— |
| 20 |
(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— |
| 25 |
(a) | as permitted by section 223 (permitted use or disclosure by registrar), |
| |
| |
(b) | in accordance with section 224 (disclosure under court order). |
| |
223 | Permitted use or disclosure by the registrar |
| |
(1) | The registrar may use protected information for communicating with the |
| 30 |
| |
(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. |
| 35 |
(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. |
| |
| 40 |
“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 |
| |
| |
“public authority” includes any person or body having functions of a |
| |
| |
(5) | Regulations under this section are subject to negative resolution procedure. |
| 5 |
224 | Disclosure under court order |
| |
(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 |
| 10 |
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— |
| 15 |
(a) | does not have the director’s usual residential address, or |
| |
| |
(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 |
| |
| 20 |
(4) | The order must specify the persons to whom, and purposes for which, |
| |
disclosure is authorised. |
| |
225 | Circumstances in which registrar may put address on the public record |
| |
(1) | The registrar may put a director’s usual residential address on the public |
| |
| 25 |
(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. |
| 30 |
(2) | The registrar must give notice of the proposal— |
| |
| |
(b) | to every company of which the registrar has been notified that the |
| |
individual is a director. |
| |
| 35 |
(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 |
| |
| |
(4) | It must be sent to the director at his usual residential address, unless it appears |
| 40 |
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 |
| |
| |
(6) | What is meant by putting the address on the public record is explained in |
| |
| |
226 | Putting the address on the public record |
| 5 |
(1) | The registrar, on deciding in accordance with section 225 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 |
| 10 |
| |
(2) | The registrar must give notice of having done so— |
| |
| |
| |
(3) | On receipt of the notice the company must— |
| 15 |
(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 |
| 20 |
address as his usual residential address, it must— |
| |
(a) | enter that address in its register of directors as the director’s service |
| |
| |
(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 |
| 25 |
| |
| |
(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 |
| 30 |
continued contravention, a daily default fine not exceeding one-tenth of level |
| |
| |
(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 |
| 35 |
| |
|
| |
|
| |
|
| |
| |
Provision for employees on cessation or transfer of business |
| |
227 | Power to make provision for employees on cessation or transfer of business |
| |
(1) | The powers of the directors of a company include (if they would not otherwise |
| 5 |
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 |
| 10 |
155 (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— |
| 15 |
(a) | by a resolution of the company, or |
| |
(b) | by a resolution of the directors, |
| |
| in accordance with the following provisions. |
| |
(5) | The resolution of the company required is an ordinary resolution, subject to |
| |
anything in the company’s articles requiring a higher majority (or unanimity). |
| 20 |
(6) | 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. |
| |
(7) | Any other requirements of the company’s articles as to the exercise of the |
| 25 |
power conferred by this section must be complied with. |
| |
(8) | 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. |
| |
Records of meetings of directors |
| 30 |
228 | Minutes of directors’ meetings |
| |
(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 |
| 35 |
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 |
| |
| |
| |
(1) | Minutes recorded in accordance with section 228, if purporting to be |
| |
authenticated by the chairman of the meeting or by the chairman of the next |
| 5 |
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, |
| 10 |
(b) | all proceedings at the meeting are deemed to have duly taken place, |
| |
| |
(c) | all appointments at the meeting are deemed valid. |
| |
Meaning of "director" and "shadow director" |
| |
| 15 |
| 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 |
| 20 |
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— |
| 25 |
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. |
| 30 |
| |
232 | Persons connected with a director |
| |
(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 |
| |
| 35 |
(2) | The following persons (and only those persons) are connected with a director |
| |
| |
(a) | members of the director’s family (see section 233); |
| |
|
| |
|
| |
|
(b) | a body corporate with which the director is connected (as defined in |
| |
| |
(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 |
| 5 |
(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 |
| |
| |
(d) | a person acting in his capacity as partner— |
| 10 |
| |
(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 |
| |
| 15 |
(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 |
| 20 |
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. |
| |
233 | Members of a director’s family |
| |
(1) | This section defines what is meant by references in this Part to members of a |
| 25 |
| |
(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; |
| 30 |
(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. |
| 35 |
(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. |
| |
234 | Director “connected with” a body corporate |
| |
(1) | This section defines what is meant by references in this Part to a director being |
| |
“connected with” a body corporate. |
| 40 |
(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 |
| |
| 45 |
|
| |
|
| |
|
(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 |
| 5 |
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 232 (meaning of |
| 10 |
| |
(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 |
| 15 |
(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 |
| |
| |
235 | Director “controlling” a body corporate |
| 20 |
(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, |
| 25 |
| |
(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 |
| |
| 30 |
(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% |
| |
| |
(3) | The rules set out in Schedule 1 (references to interest in shares or debentures) |
| |
apply for the purposes of this section. |
| 35 |
(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. |
| 40 |
(6) | For the avoidance of circularity in the application of section 232 (meaning of |
| |
| |
(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 |
| |
|
| |
|