UK Registered Office Address Facility:
All UK registered companies are legally required to have a UK registered office address. It is the address of a company to which Companies House letters and reminders will be sent. The registered office address can be anywhere in England and Wales (or Scotland if your company is registered there). The registered office address must always be an effective address for delivering documents to the company, and to avoid delays it is important that all correspondence sent to this address is dealt with promptly.
If a company changes its registered office address after incorporation, the new address must be notified to Companies House on a
Form 287. If required, we can provide a registered office for your company. This service is particularly useful for smaller companies, such as those being run by a sole director from home, where a separate address for service of routine paperwork from authorities such as Companies House and the Inland Revenue may be required for various reasons.
We would emphasise that the facility is intended solely as an address for service of routine mail only and must not be used as a trading address or for collection and forwarding of general mail. Your stationery must not indicate this to be so. The registered address must be included on your business stationery but we ask that you do not display our telephone number. If necessary, we can also provide a more extensive general mail forwarding service.
UK Registered Office Facility. Registered Office Address and Registered Agent Service From £75.00:
Your Registered Office is the legal address of the business (not necessarily its trading address) at which Companies House, the Inland Revenue and legal authorities can serve official documents and assume that they have been received by the Company Directors. Although a company is a legal person it has no physical characteristics. In order that people can communicate with it, it is regarded as being present in at least one physical location, known as its registered office. Every company must have a registered office (
Companies Act 1985 Section 287 (1)): it is the "home" of the company to which all official documents, notices and court papers have to be sent by law (Section 351). The address must be a physical location, not just a post office box. This is because people have the right to visit your office to inspect certain registers and documents, and to deliver documents by hand.
There are various registers and documents, which will normally be kept at the registered office. These have to be available for inspection by members, creditors or the general public as appropriate. In some cases, but not all, there is provision for the documents to be held elsewhere. In each case, relevant documents should be available for inspection during business hours and for at least 2 hours a day. Refusal of anyone entitled to inspect these documents is an offence.
The Registered Office can be anywhere in England or Wales, and must always be an effective address for delivering legal documents to the company, and to avoid delays it is important that all correspondence sent to the address is dealt with promptly. For companies wishing to maintain a registered office address separate from their trading address or directors home address we offer a registered office service. Official documents, such as documents from a court, are normally served on a company at its registered office, and official correspondence is usually sent to the registered office, for example official letters from the Inland Revenue and the Registrar of Companies. Coddan provides registered office address for your business for the agreed fee, which is renewable annually. Renewal invoice is issued each year several weeks prior to the renewal date. If payment is not received this service ceases and we expect immediate notification of your new registered office so we can inform Companies House.
In the event that a new registered office address is not provided to us we are obliged to inform Companies House of your last known contact details and advise them that your company no longer has a qualifying registered office as far as we are aware. If they then determine that your company no longer fulfils the requirements for registration as a United Kingdom company they may decide to delete your company from the Register.
IMPORTANT: United Kingdom registered office address must under no circumstances be used as or be advertised as a trading or general correspondence address.
Since the point of having a registered office is to allow the service of official or legal notices to be made at a recognised location, the internal means by which such documents are processed after delivery should also be given due attention. There have been instances where documents requiring instant action were filed. In one case, documents giving notice of a legal hearing for a winding-up order of a leading United Kingdom company were filed, and, because there was no reaction, to the considerable embarrassment of the company, the case was listed. Due to the listing the company's bank was forced to indicate that unless there was immediate clarification they might need to refuse to honour the company's cheques! Thus a responsible person should oversee the receipt of post and ensure such notices are brought to the prompt attention of someone in authority and that appropriate (and timely) action ensues. As the registered number is a means of identification of the legal person and the registered office confirms the location of the legal person, both must appear on all business letters, invoices, statements and order forms etc. In view of the requirement also to state the country of incorporation, it is normal to use a form of words such as the following, and to instruct printers to incorporate them on all such business stationery.
Can I Have a Registered Office Outside the United Kingdom?
NO. You may have offices outside the UK, but the registered office for any United Kingdom limited company must be in the
United Kingdom. This is a legal and administrative requirement. A correct copy of some documents must also, by law, remain at the registered office address.
What is a Registered Office?
For the purposes of the official lodgement of papers (matters concerning the corporate entity, legal actions, notices, etc.) and to comply with the principle that people have a right to know with whom they are dealing, every company must have United Kingdom registered office. The address must be registered with Companies House under the Companies Act 1985 and 1989, and it is a requirement of every limited company. The registered office can only be within the country in which the company is incorporated although there are EU proposals that would allow a company to move its registered office within the EU. The registered address can be anywhere in England, Wales or Scotland (we are able to offer this service for Scottish companies), provided the company is registered in that country. The address of such office on registration and all changes thereafter must be notified to the Registrar (although it is not necessary to state the actual address as opposed to the country of registration in the Memorandum).
Your company's first registered office must be stated in your application for registration (Form 10) to the Companies Registry. The registered office MUST bear your company name and appear on your company documentation. If you wish to change your registered office within England and Wales you may do so provided you notify the Companies Registry within fourteen days of the change using the prescribed form (Form 287). So that others know with whom they are dealing, you must comply with certain company identification requirements. These requirements specify the particulars, which your company must disclose on its letterheads and other business documentation. The company name, registered number, place of registration and registered office must be on letterheads and other company stationery. The name of the directors need not be included, but if they are, all must be stated. The name of the company must also be displayed at every place of business and must be both conspicuous and legible.
Any alteration in location of the registered office must be filed with the Registrar. A fourteen-day period during which both old and new offices are valid for the service of notices is allowed. If a company is required to move without notice (for example, because of a fire or other disaster, or the unexpected action of a landlord), the penalties for failure to notify the change of registered office to the Registrar are waived provided notification of the new office is made within fourteen days of the enforced move being known.
Distinction From Trading Address:
A company may have a registered office at some place other than its trading address where, for instance, the trading address is a factory which is not suited for the receipt of official documents or communications addressed to the company. There is no real correlation between a company's registered office and the office from which the company actually trades. Thus, a company with a registered office in London can trade anywhere it wishes, whether that be in England, Wales, Scotland or any other place. However, in practice a company will generally have its registered office at either its trading address (where that trading address is in England and Wales in the case of companies incorporated in England and Wales or Scotland in the case of companies incorporated in Scotland) or at some other place in the jurisdiction of incorporation which can efficiently deal with the receipt of communications or notices addressed to the company (for example, at the company's solicitor's or accountant's address).
Location of Register of Members:
Section 353(1) provides that a company's register of members shall be kept at its registered office, except that if the making up of the register of members is dealt with at another office the register of members may be kept at that other office provided always that the register of members must not be kept, in the case of a company registered in England and Wales, at any place other than in England and Wales or, in the case of a company registered in Scotland, at any place other than in Scotland. This allows for the register of members to be kept at some place other than the registered office, such as the company's adviser's address. Notification of a change in the location of the company's register of members from its registered office must be given to the Registrar of Companies on Form 353.
Location of Register of Debentures & Debenture Holders:
Similarly, section 190 states that a company may keep its register of debentures and debenture holders at some place other than its registered office but, again, subject to the restriction relating to companies incorporated in England and Wales not having their register in Scotland or elsewhere and vice versa. Notification of a change in the location of the register of debentures and debenture holders must be given to the Registrar of Companies on
Form 190. In contrast to the register of members, a company may keep a duplicate of the register of debentures and debenture holders either within or outside the UK. However, this is restricted in that a company registered in England and Wales can only keep its duplicate either within England and Wales or outside the UK and a company registered in Scotland can only keep its duplicate either within Scotland or outside the UK.
Register of Interests in Shares:
Section 211 states that a register of interests in shares must be kept at the same location as the register of directors' interests (see below). This applies only to public companies and relates to shareholdings which are considered material by virtue of sections 198 - 202.
Location of Accounting Records:
Section 222 allows for accounting records of a company to be kept outside the UK with the proviso that a copy of those records must be kept in the UK either at the company's registered office or at some other place which the directors of the company consider suitable. There is no form of notice that must be filed with the Registrar of Companies for this.
Register of Directors and Secretaries:
Section 288 states that a register of the company's directors and secretaries must be kept at the company's registered office. This register cannot be moved unless the registered office is moved.
Register of Directors' Service Contracts:
Section 318 states that a register of directors' service contracts must be kept at: the company's registered office; or the place where the register of members is kept (if other than the registered office); or the company's principal place of business provided that the place of business is situate in that part of the UK in which the company is registered. If the register of directors' service contracts is and has always been held at the registered office there is no need to give the Registrar of Companies notice of that register's location. However, if the register is kept at either (b) or (c) above, notification must be given to the Registrar of Companies on
Form G318.
Register of Directors' Interests:
Section 325 in conjunction with Part IV, Schedule 13 CA1985 states that a register of a directors' interest in the shares of a company must be kept with the register of members either at the registered office or, if the register of members is kept at some other place, with the register of members at that other place.
Overseas Branch Registers:
Section 362 in conjunction with Part II, Schedule 14 CA1985 allows for a company with a share capital whose objects comprise the transaction of business in any of the countries listed below may have within that country a branch register of members with details of those members who are resident in that country. Notification of an overseas branch register must be given to the Registrar of Companies on
Form G362. The countries which relate to this section are:
Bangladesh, Cyprus, Dominica, The Gambia, Ghana, Guyana, India, Kenya, Kiribati, Lesotho, Malawi, Malaysia, Malta, Nigeria, the Hong Kong Special Administrative Region of the People's Republic of China, Pakistan, Republic of Ireland, Seychelles, Sierra Leone, Singapore, South Africa, Sri Lanka, Swaziland, Trinidad and Tobago, Uganda, Zimbabwe and any other territory that forms part of Her Majesty's dominions outside the UK, the Channel Islands or the Isle of Man.
Minute Books:
Section 383 states that every company must keep at its registered office a book containing the minutes of proceedings of any general meeting of the company.
Register of Charges:
Section 407 states that every limited company must keep at its registered office a register of charges in which details of all charges specifically affecting property of the company and all floating charges on the company's undertaking or any of its property shall be entered.
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