Overview

The Act introduces a requirement for companies to ensure that their registered office is at an “appropriate address”. If the registrar is satisfied that this new requirement is not being met, it can change an offending company’s registered office to a default address. (Under current legislation, the registrar may only change a company’s registered office if it is satisfied that the company is not authorised to use the address.)

These provisions expand upon existing methods of redress for individuals who find that their residential addresses have been “hijacked” for use as a company registered office address, often for criminal purposes.

The Act also gives the registrar similar powers to change the registered service address or principal office address of specified persons.

Registered office must be an appropriate address

Section 86 of the Companies Act 2006 (CA 2006) is substituted by section 28 of the Act which contains a new duty on companies to ensure that their registered office is at all times at an “appropriate address”. An address will be appropriate if, in the ordinary course of events:

  • a document addressed to the company and delivered there by hand or by post, would be expected to come to the attention of a person acting on behalf of the company; and
  • the delivery of documents there is capable of being recorded by the obtaining of an acknowledgement of delivery.

PO Boxes and unstaffed addresses are unlikely to satisfy this test.

Once the provisions are in force, any company that does not have its registered office at an appropriate address when it is making a confirmation statement, will be required to change their registered office by notice to the registrar (under section 87 CA 2006) at the same time that they deliver their confirmation statement. The Act amends section 87 so that any notice to the registrar changing a company’s registered office must include a statement that the new registered office address is an appropriate address.

Registrar’s powers to change registered address

The Act authorises the Secretary of State to make regulations empowering the registrar to change a company’s registered office address to a default address if that registered address is not an appropriate address. The registrar can act either on their own initiative or following an application by a third party.

The relevant regulations – the Registered Office Address (Rectification of Register) Regulations 2024 (the Registered Office Regulations) – were published in draft on 18 December 2023. 

If the registrar is satisfied that a registered address is not appropriate, it must give the company notice that it intends to change the address to a default address unless, within 14 days from the date of the notice, either:

  • the company gives notice of a new registered office which is an appropriate address; or
  • the company objects to its registered office being changed and provides evidence that its current registered office address is an appropriate address.

If the company fails to give notice of a new registered office address and the registrar remains satisfied that the registered address is not appropriate, the registrar must change the company’s registered office to a default address.

The registrar is also permitted to change a company’s registered office without giving prior notice in specified circumstances.

The registrar must give the company written notice of any decision to change its registered office address and the company will then have 28 days to appeal the decision.

The Registered Office Regulations criminalise a company and its officers where, having had its registered office changed to a default address, the company does not change it to an appropriate address within 28 days. The registrar may also initiate strike-off proceedings against a company in these circumstances.

Registrar’s powers to change registered service address and principal office address

The Act gives the Secretary of State similar powers to make regulations permitting the registrar to change:

  • the registered service address of a company director, secretary or person with significant control (PSC) if the registrar is satisfied that documents cannot be effectively served on that person at that address; and
  • the registered principal office address of a corporate company director, secretary or PSC if the registrar is satisfied that the address is not, in fact, their principal office.

In both cases, the registrar can act either on their own initiative or following a third-party application.

Prior to this new legislation, there was no mechanism to ensure the accuracy of registered service or principal office addresses.

The relevant regulations implementing the registrar’s new powers – the Service Address (Rectification of Register) Regulations 2024 and the Principal Office Address (Rectification of Register) Regulations 2024 – were published in draft on 18 December 2023. They are expected to come into force by 4 March 2024. 

Practical steps

Companies should check their registered office addresses to ensure that they meet the “appropriate address” requirements. Where those requirements are not met – such as where PO boxes are used or where the registered office is unstaffed – affected companies will need to take steps to change their registered office addresses. 

Company officers and PSCs should also ensure that their registered service or principal office address satisfies the soon to be introduced legal requirements.