On 16 September 2020 Companies House has published a reference material dedicated to the right of owners or managers of businesses to protect their personal information by restricting the access to it on Companies House register.
As is well known, the register of beneficial owners of UK companies and partnerships is in function in the UK since 2016. By default, the details of beneficial owners are publicly available on the register, so that any third party may have an access to it free of charge and without registration on a website.
However, the UK legislation establishes an institute of protection of personal information (articles 243, 790ZF and 790ZG of Companies Act 2006), so that individuals are entitled to restrict the access to their personal information wholly or partially in particular cases. Such right is guaranteed as to individuals who are beneficial owners of companies or LLPs (in the UK the term “Persons with significant control” or “PSC” is used), so to directors of companies or LLP partners.
Definition of protection of personal information
Generally, the following personal information of directors, partners and PSCs is publicly available: name and surname, month and year of birth, correspondence address, nationality and residence. Although the procedure of incorporation of a company or registration of an LLP requires the disclosure of full date of birth and home address to Companies House, these details are exempt from public availability regime and can be provided to credit agencies and public authorities at their request.
Individuals have a right to demand restriction of access to their personal information. Such restriction may be conferred to an individual whose personal information is placed on Companies House register if he/she submits a written application stating that he/she or someone living with him/her is at risk of violence or intimidation. Companies House provide the list of examples of such risk:
- Targeting by activists;
- Experiments with animals;
- Activity in the defence industry;
- Supplies to abovementioned organizations.
This is not complete or exhaustive list, so the protection may be provided in other situations depending on individual circumstances.
To what information the access may be restricted
Firstly, directors, partners and PSCs are entitled to restrict the access to their home address for credit agencies. Such restriction is not applicable when home address is the same to company’s or LLP’s registered office address.
Secondly, PSCs of companies and LLPs may exercise their right to delete all personal information from publicly available Companies House register, if the protection demanded is necessary because of activity of company or LLP, or because of personal circumstances associated with company or LLP.
Companies House gives an example when the restriction of the access to personal information of the PSC of a company may be confirmed: if an individual is a member of religious community and the business of his company conflicts with principles of that religion, he is put at risk.
The access to personal information cannot be restricted for public authorities (e.g. the police) neither wholly nor partially if they request such information.
Application to protect personal information
Application for any of two personal information protection options is accompanied with payment of a fee in the amount of 100 pounds. The application can be submitted to Companies House together with the main set of company incorporation or LLP registration documents, or after the completion of incorporation or registration procedure. Likewise, the application by or on behalf of an individual who has not been appointed as a director, partner or PSC yet (i.e. early application) is permitted.
The exception from the abovementioned rule is prescribed for second application to protect home address which is already under protection, so that the applicant can follow a simplified procedure: submit abbreviated application and pay a reduced fee in the amount of 15 pounds. Such exception is available when the same individual applied for home address protection previously as taking another position in the same company or LLP, or taking the same position in another company or LLP. For example:
It is important that this exception is applicable only to the type of entity (company or partnership) which is the same to one of entity under approved protection. I.e. the individual who is a PSC of an LLP and whose home address is already under protection, after the incorporation of a company can only apply for protection of his home address in the file of a new company regularly, simplified procedure is not allowed.
The application can be made by the following persons:
- The individual who is a director, a partner or a PSC;
- Company or LLP on behalf of such individual;
- Subscriber to memorandum of a company which is still in the process of incorporation.
The application must be submitted electronically in case of directors or PSCs of companies by filling the form on a website of Companies House. In case of LLPs, or companies not registered with Companies House, or combined application to protect all personal information and home address at the same time made by a PSC, the application must be made in paper form and delivered by post.
If possible, the application must be supported with evidence that the applicant is put at risk, so that the acceptance of the application is more probable. Such evidence, in particular, can be:
- Police protocol number if the individual has been attacked;
- Photos or videos proving the fact of attack or threat;
- Proofs of possible targeting by activists;
- Information of cooperation with organizations that put an individual at risk, e.g. cooperation with Secret Intelligence Service.
Processing the application and the decision
Companies House must notify the individual who demands the protection upon receipt of his/her application and provide identification number of the application to PSC. If the supporting evidence is not sufficient according to Companies House, they may request additional documents and assessment from a relevant authority about the nature and level of risk.
The application must be processed in 7 days, then the information about the decision is provided to the applicant. During the processing of the application the personal information is under provisional protection.
If the application is accepted, the personal information is under permanent protection unless the applicant states that the protection is not necessary anymore. The protection will be withdrawn if the applicant is found guilty of a false statement offence under section 1112 of the Companies Act 2006.
It is important that in case of acceptance of the application the duty to provide personal information of PSC to Companies House remains. I.e. if the application for protection is accepted before the incorporation of a company, the form with personal information of PSCs (PSC register) must be submitted to Companies House together with other incorporation documents anyway.
If the application is refused, home address will be available to credit agencies again in 28 days after the date of refusal notification, and PSC’s personal information will appear in public Companies House register in 42 days after the date of refusal notification. The amount of a fee paid by the applicant is not subject to refund.
Right to appeal
Individuals are entitled to appeal against Companies House decision if they consider it being “unlawful, irrational or unreasonable, made on the basis of a procedural impropriety or otherwise contravening the rules of natural justice”. The appeal must be submitted to competent court (High Court in England and Wales, Court of Session in Scotland) in 28 days after the refusal notification date. If the deadline to appeal is not met, the court can process the appeal only if there was a “good reason” for late submission.
The applicant must notify Companies House of the appeal in 7 days after its submission to competent court. The court will either dismiss the appeal or accept it. In case of acceptance the initial application to protect personal information is not accepted by the court itself, but is returned to Companies House to reconsider.