EXPLANATORY MEMORANDUM TO THE COMPANIES ACT 2006 (ANNUAL RETURN AND SERVICE ADDRESSES) REGULATIONS 2008 2008 No. 3000 1. This explanatory memorandum has been prepared by the Department for Business, Enterprise and Regulatory Reform and is laid before Parliament by Command of Her Majesty. 2. Description 2.1 These Regulations amend the requirements for a company’s annual return under the Companies Act 2006 (“the 2006 Act”). These Regulations ensure that no company is subject to the requirement to provide the names and addresses of all its members in an annual return made up to a date after 30 September 2008. The starting point is that every company is required to disclose whether its shares were traded on an EU regulated market at any point during the period covered by the annual return. x For a company whose shares were not traded on a EU regulated market at any point during that period, the requirement is that the company should provide the names of all its members; x For a company whose shares were traded on a EU regulated market at any point during that period, the requirement is to provide the names and addresses of those members who hold 5% or more of the issued shares of any class of the company’s shares (or who held such a percentage during the period covered by the return). 2.2 The Regulations also specify the conditions with which a service address must comply for the purposes of the Companies Act 2006. 3. Matters of special interest to the Joint Committee on Statutory Instruments None. 4. Legislative Background 4.1 Section 113 of the 2006 Act requires every company to keep a register of its members. Section 116 of the 2006 Act requires a person seeking access to...
