The sections, word for word
Every section on this subject, exactly as printed in the Official Gazette (Act No. 3 of 2020). The explanation follows beneath.
Section 318. Register of directors
(1) Every company shall keep a register of its directors.
(2) The register shall contain the required particulars of each person who is a director of the company.
(3) The register shall be kept available for inspection at the company’s registered office.
(4) The company shall give notice to the Registrar—
(a) of the place at which the register is kept available for inspection, and
(b) of any change in that place, unless it has at all times been kept at the company’s registered office.
(5) The Register shall be open to the inspection of any—
(a) member of the company without charge, and
(b) other person on payment of such fee as may be prescribed.
(6) If default is made in complying with subsection (1), (2) or (3) or if default is made for 14 days in complying with subsection (4), or if an inspection required under subsection (5) is refused, the company and each officer of the company is each liable to a penalty in such amount as the Commission shall specify in its regulations.
(7) In the case of a refusal of inspection of the register, the Court may upon application by any person aggrieved, by order compel an immediate inspection of it.
Section 319. Particulars of directors to be registered
(1) A company’s register of directors shall contain, in the case of an individual—
(a) full name and any former name or names ;
(b) service address ;
(c) nationality ;
(d) business occupation (if any) ;
(e) date of birth ; (f ) phone number ; and
(g) email address.
(2) For the purposes of this section a “former name” means a name by which the individual was formerly known.
(3) The register contain particulars of a former name where the former name—
(a) was changed or disused before the person attained the age of 18 years, or
(b) has been changed or disused for 20 years or more.
(4) A person’s service address may be stated to be the company’s registered office.
Section 320. Register of directors’ residential addresses
(1) Every company shall keep a register of directors’ residential addresses.
(2) The register shall state the usual residential address of each of the company’s directors.
(3) If a director’s usual residential address is the same as the service address (as stated in the company’s register of directors), the register of directors’ residential addresses need only contain an entry to that effect provided the service address is not the company’s registered office.
(4) If default is made in complying with this section, the company and each officer of the company are each liable to a penalty in such amount as the Commission shall specify in its regulations.
Section 321. Duty to notify the Commission of changes
(1) A company shall, within 14 days from—
(a) a person becoming or ceasing to be a director ; or
(b) the occurrence of any change in the particulars contained in its register of directors or residential addresses, give notice to the Commission of the change and of the date on which it occurred.
(2) Notice of a person having become a director of the company shall—
(a) contain a statement of the particulars of the new director that are required to be included in the company’s register of directors and its register of directors’ residential addresses ; and
(b) be accompanied by a consent, by that person, to act in that capacity.
(3) Where—
(a) a company gives notice of a change of a director’s service address as stated in the company’s register of directors ; and
(b) the notice is not accompanied by notice of any resulting change in the particulars contained in the company’s register of directors’ residential addresses, the notice shall be accompanied by a statement that no such change is required.
(4) If default is made in complying with this section, the company and each officer of the company are liable to a penalty for every day during which the default continues.
Section 322. Power to make regulations on particulars of director
The Minister may by regulations, vary particulars required to be contained in a company’s register of directors and to notify the Commission.
Section 323. Protected information
(1) This Chapter makes provision for protecting, in the case of a company director who is an individual—
(a) information as to his usual residential address ; and
(b) the information that his service address is his usual residential address.
(2) Information in subsection (1) is referred to in this Part as “protected information”.
(3) Information does not cease to be protected information on the individual ceasing to be a director of the company, and references in this Chapter to a director include, to that extent, a former director.
Section 324. Restriction on use or disclosure of protected information by company
(1) A company shall 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 this Act as to particulars to be sent to the registrar, or
(c) in accordance with section 328.
(2) Subsection (1) does not prohibit any use or disclosure of protected information with the consent of the director concerned.
Section 325. Protected information: restriction on use or disclosure by the Commission
(1) The Commission shall omit protected information from the material on the register that is available for inspection where—
(a) it is contained in a document delivered to the director 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 Commission 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 effect.
(3) The Commission shall not use or disclose protected information except—
(a) as permitted by section 326 ; or
(b) in accordance with section 327.
Section 326. Permitted use or disclosure by the Commission
(1) The Commission may use protected information for communicating with the director in question.
(2) The Commission may disclose protected information—
(a) to a public authority specified for the purposes of this section by regulations made by the Minister ; or
(b) to a credit reference agency.
(3) The Minister 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 Minister may make provision by regulations requiring the Commission, 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 Commission ; and
(b) provide for a question to be referred to a person other than the Commission for the purposes of determining the application.
(7) In this section—
(a) “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
(b) “public authority” includes any person or body having functions of a public nature.
Section 327. Disclosure under Court order
(1) The court may make an order for the disclosure of protected information by the company or by the Commission 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 satisfied that it is appropriate to make the order.
(2) An order for disclosure by the Commission 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 shall specify the persons to whom, and purposes for which, disclosure is authorised.
Section 328. Circumstances in which the Commission may put an address on the public record
(1) The Commission may put a director’s usual residential address on the public record if—
(a) communications sent by the Commission 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 Commission shall give notice of the proposal—
(a) to the director ; and
(b) to every company of which the Commission has been notified that the individual is a director.
(3) The notice shall—
(a) state the grounds on which it is proposed to put the director’s usual residential address on the public record, and specify a period within which representations may be made before that is done ; and
(b) be sent to the director at his usual residential address, unless it appears to the Commission that service at that address may be ineffective to bring it to the director’s notice, in which case it may be sent to any service address provided in place of that address.
(4) The Commission shall take account of any representations received within the specified period.
Section 329. Putting the address on the public record
(1) The Commission, on deciding 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 Commission shall give notice of having done so—
(a) to the director ; and
(b) to the company.
(3) On receipt of the notice the company shall—
(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 shall—
(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), the company and each officer of the company are liable to a penalty for every day during which the default continues in such amount as the Commission shall specify in its regulations.
(6) A director whose usual residential address has been put on the public record by the Commission under this section may not register a service address other than his usual residential address for five years from the date of the Commission’s decision.
What this means
Short answer
Every company must keep a register of directors and a separate register of directors’ residential addresses, and must tell the Commission within 14 days of any change (sections 318 to 321). A director’s residential address is protected information that the company and the Commission may use or disclose only in limited cases (sections 323 to 329).
The register of directors
Section 318 requires every company to keep a register of directors, held available for inspection at the registered office. The company must tell the Registrar where it is kept, and of any change of place, unless it has always been at the registered office. Members can inspect it without charge and others on payment of the prescribed fee. If inspection is refused, the court can order it. Default brings a penalty set by the Commission.
For an individual director, the register must show (section 319):
- full name and any former names;
- service address, which can be the company’s registered office;
- nationality;
- business occupation, if any;
- date of birth;
- phone number; and
- email address.
The register of residential addresses
Section 320 requires a separate register stating each director’s usual residential address. If it is the same as the service address, a single entry saying so is enough, provided the service address is not the company’s registered office.
Telling the Commission about changes
Within 14 days of a person becoming or ceasing to be a director, or of any change to the registered particulars or residential addresses, the company must give the Commission notice of the change and its date. Notice of a new director must carry his required particulars and his consent to act. A late filing attracts a daily penalty (section 321). The Minister can vary the required particulars by regulation (section 322).
Protected addresses
Under section 323, an individual director’s usual residential address, and the fact that his service address is his residential address, is protected information, and it stays protected after he stops being a director.
- The company may use or disclose it only to communicate with the director, to meet a filing requirement, or under section 328 (section 324).
- The Commission must leave it out of the material open to public inspection, and may disclose it only to specified public authorities or a credit reference agency, or under a court order (sections 325 to 327).
- A court can order disclosure where service at another address is not reaching the director, or to help enforce a court order (section 327).
- The Commission may put the address on the public record if its communications go unanswered, or service at the service address is ineffective, after notice and a chance to make representations (section 328).
- A director whose address is put on the public record may not register a different service address for five years (section 329(6)).
Questions and answers
How long does a company have to notify the Commission of a change of director?
14 days from the person becoming or ceasing to be a director, or from any change in the registered particulars (section 321(1)).
Is a director’s home address public?
No. Section 323 makes it protected information. The Commission can put it on the public record only in the circumstances set out in section 328.
What does the register of directors contain?
For an individual: full name and former names, service address, nationality, business occupation, date of birth, phone number and email address (section 319).
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