Registered office disputes: new procedure in force 06 April 2016
From 06 April 2016 a new procedure will be introduced to allow a company's registered office address to be changed when the Registrar is satisfied that the company is not authorised to use that address.
Background
Prior to its amendment, the Companies Act 2006 (CA 2006) gave the Registrar of Companies and the Court the power to amend the public register to correct factually inaccurate, invalid or ineffective information. However, unless a company’s registered address was outside the relevant UK jurisdiction or was a totally impossible address (eg the moon,) a registered office could not be rejected when filed by the company itself. A small number of companies had a registered office with which they had no connection and this led to complaints from the public.
To rectify this problem, the Small Business, Enterprise and Employment Act 2015 amended the CA 2006 (by inserting a new section 1097A) to give the Secretary of State the power to make regulations under which the Registrar would be required to change the registered office address of a company where the Registrar was satisfied that the company was not authorised to use that address.
The relevant regulations, the Companies (Address of Registered Office) Regulations 2016 (the 2016 Regulations), were published on 30 March 2016 and come into force on 06 April 2016. The 2016 Regulations apply the new procedures to LLPs (as well as to companies) by amending the Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009.
Companies House is due to publish guidance on the new procedures.
The Companies (Address of Registered Office) Regulations 2016
Under the 2016 Regulations, any person can apply to the Registrar to change the address of a company’s registered office. The application must include a statement explaining the grounds of the application and must provide any documents or information in support of it.
Unless the Registrar dismisses the application immediately on the grounds that there is no reasonable prospect of success, the Registrar must give notice to the company about the application and invite it to provide evidence that it is authorised to use the address as its registered office. Relevant evidence includes:
- Documentation (for example a lease or license) showing that the company or a group undertaking has proprietary rights in the registered address
- A written agreement entitling the company or a group undertaking to use the address, or
- A utility bill issued within the last six months and addressed to the company or a group undertaking at the registered address.
Following receipt of a notice from the Registrar, the company can choose to change its registered office itself or it can provide satisfactory evidence to the Registrar showing that it is authorised to use the address as its registered office. If it fails to do either within a specified period (at least 28 days from the Registrar’s notice being sent to it) the Registrar must change the company’s registered address to a default address (a PO box at Companies House.)
The company or the applicant may appeal the Registrar’s decision within specified time periods.
Where the Registrar changes the company’s registered address to a default address, certain duties of the company relating to company records being made available for inspection at the registered office will be suspended for 28 days. The company will also not be permitted to use the default address for keeping, or for making available for inspection, the company’s registers or other documents. The Registrar must provide for the collection by the company of any documents delivered to the company at the default address and any documents not collected within 12 months of their receipt at the default address may be destroyed.
When the company gives notice to the Registrar to change its registered address from a default address, the Registrar may require the company to provide evidence that it is authorised to use the proposed address.
