On 8 February 2016 the draft Companies (Address of Registered Office) Regulations 2016 were published alongside an explanatory memorandum.
From 6 April 2016 Companies House will have the power to change a company’s registered office if it transpires that the company is not permitted to use that address.
As set out in the explanatory memorandum, this change has been brought about because the registrar of companies receives a significant amount of complaints regarding companies that use, as their registered office, the address of another business or private individual with whom they have no connection, or an address which they are not authorised to use. Unsurprisingly, this leads to unsolicited correspondence and unwelcome visits from bailiffs.
Section 1097A of the Companies Act 2006, as inserted by the Small Business, Enterprise and Employment Act 2015, introduces a new procedure to allow the registrar of companies to change the registered office of a company or limited liability partnership (LLP) where, following an application by any individual, the registrar considers that the entity is not authorised to use that address.
The Companies Act 2006 currently provides for the removal of fraudulent information from the register. However, up until now, the legislation has not provided for the removal of a registered office address filed by the company itself.
The registrar can dismiss the application to change the registered office immediately if there is no reasonable prospect of success. If the application is not dismissed, the registrar is required to give notice of the application to the company, and to request evidence that the company is authorised to use the address as its registered office.
The draft regulations allow a third party to object to the registrar about the company’s use of an address as its registered office. If the company fails to provide satisfactory evidence that it is authorised to use the address, the registered office address will be changed to a PO Box address at Companies House.
The registrar may refer applications or questions relating to the application to the court. The applicant or entity may appeal the decision to the court within 28 days.
The Small Business, Enterprise and Employment Act 2015, which came into force on 26 March 2015, requires all UK companies and LLP’s to maintain a statutory register of those persons who have significant control over the company or LLP who are ‘registrable’. The aim of this new legislation is to improve transparency in UK companies. The obligation to file this information at Companies House will not come into effect until 30 June 2016.
An individual or relevant legal entity is non-registrable if they do not hold any interest in the company save for them holding significant influence or control over other legal entities which are registrable persons.
To find out more about the issues raised in this post, or to discuss any queries regarding company registration and regulations get in touch with our Corporate and Commercial team on +44 (0) 161 829 2599.
The information and opinions contained in this article are not intended to be comprehensive, nor to provide legal advice. No responsibility for its accuracy or correctness is assumed by berg or any of its partners or employees. Professional legal advice should be obtained before taking, or refraining from taking, any action as a result of this article.