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The Unregistered Companies Regulations 2009

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A company’s principal office in the United Kingdom

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5.  Sections 86 and 87 of the Companies Act 2006 (a company’s registered office) apply to unregistered companies, modified so that they read as follows—

“A company’s principal office

86.—(1) Communications and notices may at all times be addressed to a company at its principal office in the United Kingdom.

(2) A company must give notice to the registrar, not later than 15 days after the date of the incorporation of the company, of the address of its principal office in the United Kingdom.

(3) If a company fails to comply with subsection (2) an offence is committed by—

(a)the company, and

(b)every officer of the company who is in default.

(4) A person guilty of an offence under subsection (2) is liable on summary conviction to a fine not exceeding level 3 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 3 on the standard scale.

Change of principal office

87.—(1) Where a company changes its principal office in the United Kingdom, it must send notice of the new address to the registrar not later than 15 days after the change takes effect.

(2) If a company fails to comply with subsection (1) an offence is committed by—

(a)the company, and

(b)every officer of the company who is in default.

(3) A person guilty of an offence under subsection (1) is liable on summary conviction to a fine not exceeding level 3 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 3 on the standard scale.

(4) Until the end of the period of 14 days beginning with the date on which the new address is registered a person may validly serve any document on the company at the address previously registered.

(5) For the purposes of any duty of a company—

(a)to keep available for inspection at its principal office in the United Kingdom any register or other document, or

(b)to mention the address of that office in any document,

a company that changes the address of its principal office in the United Kingdom may make the change as from such date as it may determine, but it is treated as failing to comply with that duty if it does not comply with subsection (1).

(6) Where a company unavoidably ceases to perform at its principal office in the United Kingdom any such duty as is mentioned in subsection (5)(a) but—

(a)resumes performance of that duty at other premises as soon as practicable, and

(b)gives notice to the registrar of a change in the address of its principal office in accordance with subsection (1),

it is not to be treated as having failed to comply with that duty.”.

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