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Part 35U.K.The registrar of companies

Modifications etc. (not altering text)

C1Pts. 1-39 modified (31.12.2020) by Regulation (EC) No. 2157/2001, Art. AAA1(3) (as inserted by The European Public Limited-Liability Company (Amendment etc.) (EU Exit) Regulations 2018 (S.I. 2018/1298), regs. 1, 97 (with regs. 140-145) (as amended by S.I. 2020/523, regs. 1(2), 5(a)-(f)); 2020 c. 1, Sch. 5 para. 1(1))

Correction or removal of material on the registerU.K.

[F1 1097A Rectification of register relating to company registered officeU.K.

[F2(1)The Secretary of State may make provision by regulations requiring the registrar, on application, to change the address of a company's registered office if the registrar is satisfied that the company is not authorised to use the address.]

[F2(1)The Secretary of State may by regulations make provision authorising or requiring the registrar to change the address of a company’s registered office if satisfied that it is not an appropriate address within the meaning given by section 86(2).

(1A)The regulations may authorise or require the address to be changed on the registrar’s own motion or on an application by another person.]

[F3(2)The applicant and the company must provide such information as the registrar may require for the purposes of determining such an application.]

(3)The regulations may make provision as to—

(a)who may make an application,

(b)the information to be included in and documents to accompany an application,

[F4(ba)the registrar requiring the company or an applicant to provide information for the purposes of determining anything under the regulations,]

(c)the notice to be given of an application [F5and of its outcome] [F5or that the registrar is considering the exercise of powers under the regulations],

[F6(ca)the notice to be given of any decision under the regulations,]

(d)the period in which objections to an application may be made,

[F7(e)how an application is to be determined, including in particular the evidence, or descriptions of evidence, which the registrar may without further enquiry rely on to be satisfied that the company is authorised to use the address,]

[F7(e)how the registrar is to determine whether a company’s registered office is at an appropriate address within the meaning given by section 86(2), including in particular the evidence, or descriptions of evidence, which the registrar may without further enquiry rely on to be satisfied that an address is an appropriate address,]

[F8(f)the referral of the application, or any question relating to the application, by the registrar for determination by the court,]

[F8(f)the referral by the registrar of any question for determination by the court,]

(g)the registrar requiring a company to provide an address to be the company's registered office,

(h)the nomination by the registrar of an address (a “default address”) to be the company's registered office [F9(which need not be an appropriate address within the meaning given by section 86(2))],

[F10(ha)the period for which a company is permitted to have the default address as its registered office,]

[F11(i)the effect of the registration of any change.]

[F11(i)when the change of address takes effect and the consequences of registration of the change (including provision similar or corresponding to section 87(2)).]

[F12(4)Subject to further provision which may be made by virtue of subsection (3)(i), the change takes effect upon it being registered by the registrar, but until the end of the period of 14 days beginning with the date on which it is registered a person may validly serve any document on the company at the address previously registered.]

[F13(4A)Provision made by virtue of subsection (3)(ha) may in particular include—

(a)provision creating summary offences punishable with 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;

(b)provision—

(i)for the registrar to strike a company’s name off the register if the company does not change the address of its registered office from the default address, and

(ii)for the restoration of a company to the register, in such circumstances as may be prescribed, on an application made to the registrar or in pursuance of a court order.

(4B)The provision that may be made by virtue of subsection (4A) includes provision applying or writing out, in either case with or without modifications, any provision made by section 1000 or Chapter 3 of Part 31.

(4C)Regulations under this section may in particular confer a discretion on the registrar.]

(5)Provision made by virtue of subsection (3)(i) may in particular include provision, in relation to the registration of a default address—

(a)for the suspension, for up to 28 days beginning with the date on which it is registered, of duties of the company under this Act relating to the inspection of company records or to the provision, disclosure or display of information,

(b)that the default address may not be used for the purpose of keeping the company's registers, indexes or other documents,

(c)for there to be no requirement that documents delivered to the default address for the company must be opened,

(d)for the collection of such documents by the company, or the forwarding of such documents to the company,

(e)for the circumstances in which, and the period of time after which, such documents may be destroyed,

(f)about evidence, or descriptions of evidence, that the registrar may require a company to provide if giving notice to the registrar to change the address of its registered office from a default address.

[F14(6)The applicant or the company may appeal the outcome of an application under this section to the court.]

[F14(6)The regulations must confer a right on a company to appeal to the court against any decision to change the address of its registered office under the regulations.

(6A)If the regulations enable a person to apply for a company’s registered office to be changed, they must also confer a right on the applicant to appeal to the court against a refusal of the application.]

(7)On an appeal, the court must direct the registrar to register such address as the registered office of the company as the court considers appropriate in all the circumstances of the case.

(8)The regulations may make further provision about an appeal and in particular—

(a)provision about the time within which an appeal must be brought and the grounds on which an appeal may be brought,

(b)provision for the suspension, pending the outcome of an appeal, of duties of the company under this Act relating to the inspection of company records or to the provision, disclosure or display of information,

(c)further provision about directions by virtue of subsection (7).

(9)The regulations may include such provision applying (including applying with modifications), amending or repealing an enactment contained in this Act as the Secretary of State considers necessary or expedient in consequence of any provision made by the regulations.

(10)Regulations under this section are subject to affirmative resolution procedure.]

Textual Amendments

F2S. 1097A(1)(1A) substituted for s. 1097A(1) (26.10.2023 but only so far as it confers a power to make regulations or relates to the exercise of the power, otherwise prosp.) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 105(2), 219(1)(2)(b)

F3S. 1097A(2) omitted (26.10.2023 but only so far as it confers a power to make regulations or relates to the exercise of the power, otherwise prosp.) by virtue of Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 105(3), 219(1)(2)(b)

F4S. 1097A(3)(ba) inserted (26.10.2023 but only so far as it confers a power to make regulations or relates to the exercise of the power, otherwise prosp.) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 105(4)(a), 219(1)(2)(b)

F5Words in s. 1097A(3)(c) substituted (26.10.2023 but only so far as it confers a power to make regulations or relates to the exercise of the power, otherwise prosp.) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 105(4)(b), 219(1)(2)(b)

F6S. 1097A(3)(ca) inserted (26.10.2023 but only so far as it confers a power to make regulations or relates to the exercise of the power, otherwise prosp.) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 105(4)(c), 219(1)(2)(b)

F7S. 1097A(3)(e) substituted (26.10.2023 but only so far as it confers a power to make regulations or relates to the exercise of the power, otherwise prosp.) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 105(4)(d), 219(1)(2)(b)

F8S. 1097A(3)(f) substituted (26.10.2023 but only so far as it confers a power to make regulations or relates to the exercise of the power, otherwise prosp.) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 105(4)(e), 219(1)(2)(b)

F9Words in s. 1097A(3)(h) inserted (26.10.2023 but only so far as it confers a power to make regulations or relates to the exercise of the power, otherwise prosp.) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 105(4)(f), 219(1)(2)(b)

F10S. 1097A(3)(ha) inserted (26.10.2023 but only so far as it confers a power to make regulations or relates to the exercise of the power, otherwise prosp.) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 105(4)(g), 219(1)(2)(b)

F11S. 1097A(3)(i) substituted (26.10.2023 but only so far as it confers a power to make regulations or relates to the exercise of the power, otherwise prosp.) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 105(4)(h), 219(1)(2)(b)

F12S. 1097A(4) omitted (26.10.2023 but only so far as it confers a power to make regulations or relates to the exercise of the power, otherwise prosp.) by virtue of Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 105(5), 219(1)(2)(b)

F13S. 1097A(4A)-(4C) inserted (26.10.2023 but only so far as it confers a power to make regulations or relates to the exercise of the power, otherwise prosp.) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 105(6), 219(1)(2)(b)

F14S. 1097A(6)(6A) substituted for s. 1097A(6) (26.10.2023 but only so far as it confers a power to make regulations or relates to the exercise of the power, otherwise prosp.) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 105(7), 219(1)(2)(b)

Modifications etc. (not altering text)