Part 5 Initial actions – company officers
October 2011
If the official receiver is unable to obtain sufficient information from Experian (see paragraph 3.54) to contact the company officers, he/she should conduct a search of the public file at Companies House. The company’s file may include names and addresses of the company’s officers, changes to the registered office, changes of name, the company’s accountants and solicitors and notice of dissolution or impending dissolution. Official Receivers may also find it useful to download documents such as the last set of accounts and most recent annual return to assist in the tracing of company officers and the early realisation of assets. The information can be obtained from the Companies House website by clicking here. There is also a link to the website on the home page of the intranet.
When the official receiver has found the names of officers of the company, he/she should search the Central Index and the Enforcement Management System to see whether they have previously been made bankrupt and/or bankruptcy restriction order or bankruptcy restriction undertaking, thereby preventing them from taking part in the management of a company’s affairs [Note 1]. Bankruptcy restriction orders and bankruptcy restriction undertakings are recorded on the Electronic Individual Insolvency Register available via The Insolvency Service web-site. A search of the Individual Insolvency Register can be made here.
3.85 Disqualification searches
The official receiver should also make a search of the register of disqualified directors to see whether any of the company directors are subject to a disqualification order or disqualification undertaking. The registrar of companies is responsible for maintaining the register of disqualified directors, which details of all disqualification orders and undertakings made in England and Wales currently in force. Disqualification orders made in Scotland and Northern Ireland are also registered with the registrar of companies. The register of disqualified directors also records details of those directors who have obtained permission from the court to continue to act as directors following an application made under section 17 of the Company Directors Disqualification Act 1986.
3.86 How to make a disqualification search
The official receiver on entering the Companies House Direct should select “officer enquiries”, select “disqualifications”, enter the name of the company officer and click “ok”. If the officer has been disqualified his/her name will appear, highlighted on a list. Clicking on the name brings up further details, including the officer’s address, date of birth, period of disqualification and the section under which the order/undertaking was made.
3.87 Director’s service addresses
From October 2008 the Companies Act 2006 allow the director(s) and company secretary, if any, to provide the registrar of companies with a service address and a residential address (which may be the same address). The service address will appear on the public record and the residential address will be held on a private register only available to predetermined organisations. This will include specified public bodies for carrying out their public functions (including the official receiver), credit reference agencies for vetting applications for credit associated work and to meet obligations regarding money laundering regulations.
3.88 Credit reference agencies and Confidentiality Orders
Credit Reference Agencies will not be able to obtain the usual residential address of any director who is the beneficiary of a valid Confidentiality Order which was in force at 30 September 2009 [Note 2]. A Confidentiality Order would have been obtained under legislation enacted prior to the Companies Act 2006 and subsequently repealed. It is expected that over time the number of valid Confidentiality Orders will diminish, however Annex 1 provides additional information on Confidentiality Orders if required.
3.89 Credit reference agencies and service addresses
From 1 October 2009 if a director is at serious risk of violence or intimidation, or is employed by a relevant organisation, for example, the director may apply to the registrar of companies (acting on behalf of the Secretary of State) under section 243(4) Companies Act 2006 for their usual residential address not to be disclosed to Credit Reference Agencies [Note 3]. The relevant organisations are the Government Communications Headquarters, the Secret Intelligence Service, the Security Service or a police force [Note 4]. If these circumstances apply the director’s residential address would still be available to the official receiver.
3.90 Publication of residential addresses by the registrar of companies
If the service address is found to be ineffective the registrar of companies has the power to ban the use of that address and to place the residential address of the director concerned on the public register, see paragraph 75.35 for further details.
3.91 Company officer in prison
(amended June 2014)
The official receiver may discover that a company officer who is required to attend for interview is in prison, but his/her location is unknown. The official receiver should contact HM Prison Service, Prisoner Location Service, by e-mail. The e-mail should contain the full name of the person subject to the enquiry, any other names by which they may have been known, date of birth and reason for the enquiry. The e-mail address is prisoner.location.service@noms.gsi.gov.uk. If the official receiver needs to follow up the e-mail by letter, the address can be found in Annex 2. Further information and guidance on interviewing a person in prison can be found in paragraph 11.13.
3.92 Telephone contact with a company officer in prison
It should be noted that the possession and use of mobile phones by prisoners is a criminal offence [Note 5]. The Law Society have issued guidance, available here, to solicitors which points out that it may be a criminal offence for a person to contact a prisoner on a mobile phone. Under no circumstances should a prisoner be contacted within a prison by telephoning, emailing or texting a mobile phone. Where a prisoner telephones from within a prison and it is established that he/she is using a mobile phone the caller should be informed that they are committing an offence and that any such calls will not be accepted. The call should then be terminated.
3.93 Initial telephone contact with company officers
(Amended November 2012)
Once the official receiver has obtained the names and addresses of the company officers (see paragraph 3.54 and paragraph 3.83) he/she should in the first instance contact the company director(s). It may be necessary to contact the company secretary, if appointed, at a later date. The telephone numbers of the company officers may sometimes be obtained from Experian (although this will be rare): from documents filed at Companies House; or from third parties such as accountants, solicitors, insolvency practitioners. The director(s) should be telephoned, where possible, within 24 hours of receiving written notification of the order.
3.94 Objectives of the initial telephone contact
The aim of the initial contact with the company officer(s) is to obtain sufficient information to determine whether the company is continuing to trade and to ensure the official receiver is able to protect the estate and minimise any risks. The initial contact should not repeat the questions in the PIQC. The initial contact may help future co-operation with the company officer. Where the official receiver has not arranged collection of the company’s accounting and financial records the company officer should be asked to arrange their delivery (see paragraph 3.95). The initial enquiries should be completed on form IEC. After completing these enquiries the official receiver should send an appointment letter (ISCSIS word template form NTCO - appointment) to those company officers who are required to attend upon the official receiver for interview (see paragraph 3.97).
The official receiver should identify the whereabouts of the company’s accounting and statutory records promptly either from a company officer (see paragraph 3.94) or other sources such as accountants, solicitors etc. The official receiver should then arrange for their collection or delivery within 10 working days of the order.
3.96 No initial telephone contact with the company officers
If immediate telephone contact is not possible, a letter, (ISCSIS word template form NTCO - appointment), should be sent within two working days of the official receiver receiving notification of the winding-up order to the director(s) of the company requiring that they attend upon the official receiver for interview. The official receiver should make further attempts to make telephone contact with the company officer(s) by calling at different times of the day.
3.97 Company officers – first appointment letter
(amended August 2012)
The appointment letter (ISCIS form NTCO) should include the preliminary information questionnaire (PIQC) , an extract of section 216 of the Insolvency Act 1986, an ethnic monitoring form and a map showing the location of the official receiver’s office, parking facilities and the nearest public transport. The appointment letter informs the director that the leaflets “A guide for directors” and the “Insolvency Service Charter” can be downloaded from our website. If the director requests hard copies of the leaflets these should be provided.
3.98 Company officers – “in-aid” interviews
In some cases the official receiver may need to interview a company officer who resides outside his/her area. Where the case is not suitable to be transferred to the other office it may be necessary for the local official receiver to conduct the interview and obtain any necessary information. This is referred to as an “in-aid” interview.
3.99 Company officers – no interview to be fixed
A letter (ISCIS word template form NTCO – no appointment, no booklet) may be sent to the company officer(s) not immediately required to attend for interview. The letter will make them aware of their duty to co-operate with the official receiver. The letter asks the company officer to contact the official receiver if there are any matters he/she wishes to draw to the official receiver’s attention or if he/she is in possession of any company assets, accounting records or other documents.
3.100 Non co-operation by company officers
If a company officer does not co-operate, for example he/she does not attend for interview, the official receiver should consider making an application to the court for a public examination of the person concerned [Note 6]. Further information on public examinations can be found in Chapter 14. Other methods of enforcing co-operation can be found in Chapter 13.
3.101 Further information on dealing with company officers
Chapter 15 provides further information on the aims and conduct of the official receiver’s enquiries. Part 2 provides guidance on conducting preliminary enquiries whilst Part 3 provides advice on interviews. Further information on the conduct of interviews and taking statements is found in Chapter 11.
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