There seems to be change afoot in the world of corporate registries and how they hold and display addresses for directors. A small change at this point but one we expect to gather momentum.
Historically registries required companies to provide full residential address for directors. The addresses are normally required upon incorporation, at the time of lodgment of an annual return and frequently trigger the lodgment of an update when the director changes residential address.
This address is commonly then entered into the public register. In a modern world where public registries are easily accessed online this publication of private information seems surprisingly out of step with individual privacy.
There are not too many places where one can go and find the private address of individuals online so easily.
The United Kingdom changed this requirement with the introduction of the Companies Act 2006. UK Companies have to keep two registers of directors. The first is a register of directors, which will contain all the directors’ particulars except for the residential address and the second a register of directors’ residential addresses.
Companies must inform Companies House of both addresses for each of its directors. Companies House puts the service address on the public register, but keep the residential address secure and only allows certain people to see it.
Where the two addresses are the same for a director, the company can enter the service address in the register of directors, and simply enter “same as service address” in the register of directors’ residential addresses.
Corporations Canada, the Federal companies register has recently introduced a similar amendment to the Canada Business Corporations Act, the Canada Not-for-Profit Corporations Act and the Canada Cooperatives Act.
The amendment enables the provision of an address for service other than a residential address for directors.
Corporations Canada advises that an address for service is an address where legal documents can be delivered, and must be accepted by the director or someone on their behalf, and where an acknowledgement or delivery receipt can be provided, if required. As with the UK an address for service can be the residential address of the director or a business address.
There are two advantages we can see in this approach. One obviously relates to privacy, it allows directors to keep their residential address private and off public registers.
The second relates to integrity. It is clear that in order to keep residential addresses private (for legitimate reasons such as personal safety) directors have been known to provide other addresses. With an approach such as that taken by the UK directors are more likely to provide accurate information to the registry when they know how this information will be used, that is the residential address will be held privately by the registry and the address for service displayed to the world.
The UK provisions make it clear that the directors’ residential address can be share with specified agencies, typically enforcement agencies.
Modern registries make it easy to manage these lodgments. Catalyst BR allows either the director or their agent along with the registry to update the changes and manage the privacy and visibility rules simply.
We expect that more registries will adopt provisions similar to those in the UK and Canada.