The 2014 Act has changed address disclosure which will enable an officer in certain circumstances to request that their residential address be exempted from inclusion in the register of companies. However, certain anomalies have been identified, placing exempted status in an uncertain position.
Company directors and secretaries are obliged, under Irish law, to file certain personal details with the CRO. These details include home addresses. Non-compliance is an offence and may result in criminal penalties for the company and its officers. We review changes to the existing obligation imposed on directors and other persons to make their home address publicly available on the Companies Registration Office (“CRO”) website.
Exemption for personal safety/security
A new process was introduced under the Companies Act 2014 under which an officer’s home address may be omitted from the register. The rationale behind this is that the officers of certain companies by virtue of the field in which their company operates, for example, in the pharmaceutical or social network industries, may face a greater personal safety risk as a result of their personal information being made publicly available.
Removal will be permitted on application to the CRO. A supporting statement from an officer of An Garda Síochána not below the rank of a Chief Superintendent must be submitted with the application. The supporting statement should contain a request that the address of the officer does not appear in the register because of circumstances concerning the personal safety or security of the officer.
However, several problems have become apparent with the system in practice:
- guidance as to the level of threat required, the necessary evidence and whether an officer must present themselves at a Garda station has yet to be published;
- there is little awareness in the ranks of An Garda Síochána of the procedure, and it is our understanding that no system has been put in place within stations to deal with applications of this type;
- addresses that have already been placed on the register at the CRO cannot be removed;
- separate applications must be made for each company involved; and
- the exemption is automatically cancelled where, even inadvertently, the director's home address is included on any CRO filing.
As a result of these defects, the procedure has yet to see widespread application. Given its apparent shortcomings, it is possible that further arrangements may need to be put in place in order to make the exemption workable.
The option to request removal of an officer’s residential address provides some comfort to those fearing for their personal safety. However, the process for achieving this is unclear. Caution must be exercised to avoid an unintentional disclosure which would unravel any such exemption granted. Work is being undertaken by parties, including the CRO, to address the anomalies in the new legislation which should reduce this level of uncertainty.