The Information Sharing (Disclosure by the Registrar) Regulations 2024 (Regulations) came into force on 20 December 2024. The Regulations are part of the reforms to boost corporate transparency made by the Economic Crime and Corporate Transparency Act 2023. Although perhaps niche in their application, the Regulations should be welcomed by insolvency practitioners as an additional tool to be used when investigating and making claims against directors and third parties. 

What do the Regulations do?

The Regulations permit Companies House to disclose information which Companies House ordinarily keeps non-public to insolvency practitioners. Companies House must be satisfied that the information is necessary to assist the insolvency practitioner with making or determining whether they should make an application to the court regarding: 

• fraudulent trading; 
• wrongful trading;
• adjustment of withdrawals from a limited liability partnership;
• a transaction at an undervalue;
• preference; or 
• an extortionate credit transaction.

Disclosure may also be made by Companies House if the information is necessary for the purpose of assisting an insolvency practitioner with the tracing, realisation or recovery property in collective judicial or administrative proceedings pursuant to insolvency law.

However, perhaps surprisingly, assisting with a misfeasance claim under section 212 of the Insolvency Act 1986 or a transaction defrauding creditors under section 423 of the Insolvency Act 1986 are not expressly provided for as grounds for disclosure to insolvency practitioners. In the case of misfeasance claims the assumption may have been that as a liquidator will only bring this against officers of the company over which they are appointed and not third parties they should already have access to the relevant information in the company’s books and records.

Is Companies House obliged to provide information on request?

No. The Regulations authorise Companies House to disclose information to insolvency practitioners but does not oblige disclosure. In addition, Companies House cannot disclose information that was provided to it by HMRC without HMRC’s consent. However as public authorities, Companies House and HMRC should not act irrationally in refusing disclosure (or in HMRC’s case, consent to disclosure).

What kind of non-public information may an insolvency practitioner want to ask for? 

Companies House makes public much of the information it has about companies, directors and people with significant control (PSCs). However, it does keep certain information non-public which insolvency practitioners may find useful for their investigations. 

Directors must provide Companies House with their full date of birth, though Companies House will only make the month and year of birth public. Directors must provide Companies House with both a correspondence address and their usual residential address but the latter is not made available on the public register (unless the director chooses to use it as their correspondence address or the company’s registered office address).

Where there is a serious risk of violence or intimidation directors and PSCs can ask for further protection. In the case of PSCs this includes information linking them to their company not being shown on the public register (but the public register will still note that there is a PSC subject to protection).

What about data protection?

Insolvency practitioners will still have to comply with the Data Protection Act 2018 and the General Data Protection Regulations (as it applies in the UK post Brexit) in respect of any personal data disclosed to it by Companies House pursuant to the Regulations. For example, in the absence of consent from the data subject the insolvency practitioner should ensure that the personal data is kept and processed only to the extent necessary for their legitimate interests. This may include the making and investigation of claims by the insolvency practitioner. The insolvency practitioner and their staff should also have processes in place to respond to any subject access request without undue delay and within 30 days.

Particular care should be taken regarding personal data that an insolvency practitioner receives which was kept non-public by Companies House because of a serious risk of violence or intimidation to the relevant directors or PSCs.