Registered addresses for UK companies: new requirements driven by the Economic Crime and Corporate Transparency Act 2023 come into force

Change is coming – slowly – in the battle to improve the quality of the data submitted to Companies House, which some have labelled a ‘fraud factory’ because of the speed and low cost involved in incorporating UK companies and because there are so few checks on the accuracy and quality of the information being put into the system.   Some of the changes brought in by the Economic Crime and Corporate Transparency Act 2023 (“ECCTA”) are designed to repair the reputation of the Registrar and strike back against the fraudsters.

This Insight piece concerns the new rules and requirements as regards a UK company’s registered address, which were introduced on 4 March 2024 when the Registered Office Address (Rectification of Register) Regulations 2024 (the “2024 Regulations”) were published on legislation.gov.uk.  The 2024 Regulations set out the mechanics envisaged by the ECCTA and give the Registrar, under certain circumstances, the power to change a company’s registered address to a default address. Note that what follows below also applies to LLPs.

Previous position

Previously, section 86 of the Companies Act 2006 (the “Act”) required a company to have a registered office to which all communications and notices may be addressed at all times.  What section 86 did not go on further to say is what then must happen to those communications and notices once they have been delivered to that address.

The Company (Address of Registered Office) Regulations 2016 (the “2016 Regulations”), along with section 1097A of the Act, gave the Registrar power, on application of any person, to change a company’s registered office address to a default address nominated by the Registrar if satisfied that the company is not authorised to use that address.

Any such application to the Registrar needed to include:

• the applicant’s name and address;
• identification of the relevant company and its registered office address;
• a statement explaining the grounds of the application; and
• any supporting documents or information.

The Registrar itself could not make the change to the default address absent such an application.

The 2016 Regulations have been replaced by the 2024 Regulations.

New position

 As of 4 March 2024, there is now an additional requirement in section 86 which stipulates that a company must have an “appropriate” address at all times. This was introduced through section 28 of the ECCTA, which amended section 86 such that an appropriate address will be one where in the ordinary course of events:

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

Consequences of non-compliance

Non-compliance is a criminal offence, punishable by way of a fine, for both the affected company and its directors and officers.

If Companies House does not believe (per section 10 of the 2024 Regulations) or it receives an application from any person who does not believe (under section 7 of the 2024 Regulations) that the address submitted by a particular company as its registered address is appropriate, the Registrar can change that company’s address to a default address (which is usually a Companies House PO box).

Where this occurs, the Registrar must give the company written notice of the change and request that the company provides an appropriate address, with evidence of a link to that address, within the 28-day period beginning on the date of the change of address to the default address.

In the face of continuing non-compliance, the company’s address will remain as the default address and the Registrar has the power to strike the company off from the register.

Section 105 of the ECCTA amends section 1097A of the Act to give the Registrar these powers to act on its own accord, rather than only being able to act upon receipt of an application by another person.

Note that (per section 4 of the 2024 Regulations) any person making an application to the Registrar to change a company’s registered office address where they believe that the address is not an appropriate address is required to provide broadly similar details as was required under the 2016 Regulations. Any such application must now also include the applicant’s email address and the relevant company’s registered number (if not already included).

PO boxes

Companies are no longer able to use a PO box as their registered office address, which is explicitly stated on Companies House and seems to be the primary aim of the appropriate address requirement. While this is not expressly set out in the 2024 Regulations, the use of a PO box will usually fail to comply with limb (b) of the appropriate address test as there will be no means of obtaining an acknowledgement of delivery at a PO box.

Any companies that are still using a PO box as their registered address should now take steps to change to an appropriate address as soon as practicable.

Care must also be taken when using third-party agents to provide a company with their registered address. Though Companies House has expressly stated that third-party agents’ addresses can still be used as a company’s registered address, consideration should be given to whether documents sent to a such address will likely come to the attention of a person acting on behalf of the company and be capable of being recorded by the obtaining of an acknowledgement of delivery.

If you want to know more about the ECCTA, the 2024 Regulations or company law generally, then do please reach out to a member of our team.  This Insight piece was written by Sinead Cassidy and Sanya Bhambhani with input from Henry Humphreys.

All the thoughts and commentary that HLaw publishes on this website, including those set out above, are subject to the terms and conditions of use of this website.  None of the above constitutes legal advice and is not to be relied upon.  Much of the above will no doubt fall out of date and conflict with future law and practice one day.  None of the above should be relied upon.  Always seek your own independent professional advice.

Humphreys Law