From 4 March 2024, companies incorporated in the UK must use an “appropriate address” as their registered office. Most companies will satisfy this new requirement already. However, those using a PO Box as a registered office will need to change their address details at Companies House as soon as possible.
Below, we cover everything you need to know about this new requirement, including the implications of using an inappropriate address. We also explain the steps you need to take to change your registered office address at Companies House.
What is an ‘appropriate address’?
Under the Economic Crime and Corporate Transparency Act 2023 (ECCT Act), all companies (including incorporated partnerships) must use an “appropriate address” as a registered office. This new requirement is effective from 4 March 2024.
As prescribed by the ECCT Act, and now set out in section 86(2) of the Companies Act 2006, an “appropriate address” is one where, in the normal course of events:
- any statutory mail sent to a company’s registered office would be expected to come to the attention of someone acting on behalf of the company, and
- the delivery of documents to the registered office is capable of being recorded by an acknowledgement of delivery
PO Boxes do not meet these conditions. Therefore, if you currently use a PO Box as a registered office, you must change it immediately and notify Companies House.
As long as your registered office address satisfies the definition of an appropriate address, you can use any residential or commercial (non-residential) address that you like, provided that:
- it is a physical address in the UK
- the address is situated in the company’s jurisdiction of incorporation (i.e. England & Wales, Wales, Scotland, or Northern Ireland)
If you attempt to register a company using an inappropriate address, Companies House (the registrar) will reject your application. Any existing company that continues to use an inappropriate address after 4 March may face serious consequences.
Can I use a registered office service from a company formation agent?
As long as it’s not a PO Box, using a registered office service from a company formation agent or other third party is still acceptable.
Our registered office address services in London and Glasgow satisfy the appropriate address requirements. They are ideal for new and existing companies incorporated in the jurisdictions of England & Wales or Scotland, respectively.
If you choose our London Registered Office Address, your company’s official address will be:
[Your Company Name]
71-75 Shelton Street
Covent Garden
London
WC2H 9JQ
If you choose our Scottish Registered Office Address, your company’s official address will be:
[Your Company Name]
272 Bath Street
Glasgow
G2 4JR
Your chosen address will appear on the public register at Companies House. You will also display the address details on your company stationery and website. All of your statutory mail from government agencies will be sent to your registered office in London or Glasgow and then forwarded to you via email on the same day we receive it.
Consequences of using an inappropriate address as a registered office
Where the registrar believes that a company is using an inappropriate registered office address, the company and every officer who is in default will be committing an offence.
An officer (e.g. a company director) is considered to be “in default” of the appropriate address provision of the Companies Act 2006 if they authorise or permit, participate in, or fail to take all reasonable steps to prevent the breach.
Where this is the case, the registrar will move the company’s registered office to a default address, usually without notice. The company will then have 28 days to provide a new address to the registrar, alongside evidence that it has permission to use that address.
In some cases, the registrar may provide 14 days’ notice to a company before changing its registered office to a default address. The company will then have an opportunity to provide evidence that it is an appropriate address, or change its registered office to a new address.
Failure to provide evidence or change the registered address, as required, will result in Companies House taking steps to strike the company off the register.
What is a default address at Companies House?
A default address is a specified address held and maintained at Companies House. There are three default addresses at Companies House – one in Cardiff, one in Edinburgh, and one in Belfast.
If an existing company fails to satisfy the requirements of a registered office, the registrar has the power to change it to the default address in the company’s jurisdiction of incorporation.
When this happens, the registrar will update the public record accordingly, with the default address appearing as the company’s registered office. The record will state ‘Companies House Default Address’ as the first line of the address, so it will be clear to anyone viewing the company’s profile that it is not compliant.
Furthermore, certain legal duties of the company will be suspended for 28 days, including:
- making certain statutory company registers and records available for public inspection
- displaying company details at the registered office address
- displaying details of the registered office address on business communications and documents
- providing the address to other people in the course of business
The company can arrange to collect any statutory mail delivered to the default address by giving 5 working days’ notice. However, there is no obligation on the registrar to inform the company of the receipt of any such mail.
Once the company provides notice of a change of registered office, Companies House will replace the default address with the new address and update the public register. However, the default address details will remain publicly visible as a historic filing.
GOV.UK provides more information on the registrar’s rules and powers and how they are applied.
Providing notice of a change of registered office to Companies House
Unless your company’s articles specify the need to seek shareholder consent, the director(s) can authorise a change of registered office by passing a board resolution. The next step is to notify Companies House within 14 days of the change taking place.
You can do this by filing form AD01 online, either through Companies House online service or Rapid Formations’ Online Client Portal.
To complete the form, you’ll need to provide the following details:
- company registration number
- company name in full
- new registered office address
- name of the individual authenticating the form on behalf of the company (e.g. a director)
You must also confirm on the form that the new registered office address meets the appropriate address requirements, as outlined in section 86(2) of the Companies Act 2006.
If your current registered office is a default address
The process is slightly different if the registrar has defaulted your company to one of the addresses at Companies House. Under these circumstances, online filing is not possible. Instead, you’ll need to change your registered office address by post using the paper version of form AD01.
Regardless of your company’s jurisdiction of incorporation, you must send the completed form to the following address:
Companies House
Crown Way
Cardiff
CF14 3UZ
DX 33050 Cardiff
If the registrar approves the new address, your company’s registered office will be updated on public record. You will be notified by email when this happens. Companies House will also provide your new address details to HMRC.
Thanks for reading
Albeit small, the recent change to registered office rules will impact many companies that currently use PO Boxes. Whilst adapting to this new requirement will be easy for most, it may prove inconvenient and costly to others in terms of notifying contacts, amending paperwork, and updating branded stationery.
If you have any questions about this post, please feel free to leave a comment below. You can also contact us directly if you’d like to speak to someone about our company address services in London or Glasgow.
Explore the Rapid Formations Blog for more important updates, company guidance, and general business advice.
