Legal Updates

Company Law - Commercial Law – Business Enterprise Regulatory Reform – Companies Act 1985 (Annual Return) Regulations 2008

Recently the department for Business Enterprise and Regulatory Reform (“BERR”) published a draft version of the Companies Act 1985 (Annual Return) Regulations 2008 (“the Regulations”). The Regulations were published along with an explanatory note which provides useful information on how the Regulations will work in practice.

The Regulations are intended to relate to information to be provided in annual returns made up to dates on or after 1 October 2008. The type of information to be supplied depends on whether the company's shares are admitted to trading on a regulated market during the period to which the return relates.

Non-traded companies, which are private companies or public companies whose shares have not been open to trading on a regulated market, shall now be required to provide the name of every individual that was a member of the company during the return period. It should be noted however that it will not be necessary to disclose any individual’s address.

Conversely, traded companies have different rules applicable to them. Traded companies are companies that have shares which have been traded on a regulated market during the return period. Such companies will now be required to disclose both the names and addresses of every person who held 5% or more of the issued shares of the company during the return period.

The Regulations will come into force on the 1st of October 2008. It should also be noted that the Regulations reflect the provisions of the Companies Act 2006 (Annual Return and Service Address) Regulations, which shall only come into force on the 1st of October 2009.

In addition to the above, the BERR also published on the 2 May 2008, the Companies Act 2006: Draft Companies (Disclosure of Address) Regulations 2008. This publication makes provisions relating to:

§   The circumstances under which the Registrar of Companies will disclose protected information related to specified public authorities

§   The circumstances under which the Registrar of Companies will disclose protected information related to credit reference agencies.

§   Applications for protected information not to be disclosed.

These Regulations will replace the draft Companies (Particulars of Usual Residential Address) Regulations which were published in July 2007.

Please contact us for more information at enquiries@rtcoopers.com

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© RT COOPERS, 2008. This Briefing Note does not provide a comprehensive or complete statement of the law relating to the issues discussed nor does it constitute legal advice. It is intended only to highlight general issues. Specialist legal advice should always be sought in relation to particular circumstances.

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