The Companies (Address of Registered Office) Regulations 2016

EXPLANATORY NOTE

(This note is not part of these Regulations)

These Regulations make provision relating to applications to change the address of a company’s registered office. The address will be changed if the registrar is satisfied that the company is not authorised to use the address. When an application is successful, the registrar must change the address of the company’s registered office to an address that has previously been nominated by the registrar (otherwise known as a “default address”).

Regulations 2 to 6 provide for the initial application process. Applications may be made by any person (regulation 2) and must include the information specified in regulation 3. Unless the registrar dismisses the application immediately because there is no reasonable prospect of success, the registrar must give notice to the company of the application and invite the company to provide evidence that would satisfy the registrar that the company is authorised to use the address as its registered office (regulations 5 and 6).

Unless the company itself decides to change the address of its registered office, the company must respond with evidence that will satisfy the registrar that the company is authorised to use the address as its registered office. If the company fails to provide adequate evidence within the specified period, the registrar must change the address of the registered office to a default address (regulations 7 and 8).

Regulation 9 makes provision assisting the registrar in how to determine an application. This includes the ability of the registrar to refer applications or questions relating to the application to the court. The registrar may also, without further enquiry, rely on evidence listed in the Schedule, to be satisfied that the company is authorised to use the address as its registered office. This includes, for example, evidence suggesting the company or a related group undertaking has a proprietary interest at the address subject to the application.

Upon determining an application, the registrar must give notice of the decision to both parties involved (regulation 10). Either the applicant or the company is entitled to bring an application to the court under section 1097A(6), but any application must be brought within 28 days (regulation 16).

Where the address of a registered office is changed by the registrar (after a successful application or following direction from the court), the duties specified under regulations 11 and 17 (which relate to inspection of company records, or the disclosure or display of information) are temporarily suspended for 28 days or, where an appeal is brought by the company, throughout the appeal process.

Where a default address is used as a registered office, regulations 12 to 15 provide how the default address may be administered by the registrar, and for what purposes the default address may be used. In particular, regulations 14 and 15 provide for the way in which the company may receive documents delivered to the company at the default address.

When the address of the registered office has been changed to a default address, Regulation 18 enables the registrar to require evidence that a company is authorised to use an address when the company gives notice to change the address of its registered office.

Regulations 19 to 21 amend the Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009 to apply, with modifications, these Regulations to LLPs.

Regulation 22 requires the Secretary of State to review the operation and effect of these Regulations and publish a report within 5 years after they come into force and within every 5 years after that. Following a review it will fall to the Secretary of State to consider whether the Regulations should remain as they are, or be revoked or be amended. A further instrument would be needed to revoke the Regulations or to amend them.

A regulatory impact assessment of the effect that this instrument will have on the costs to business and the voluntary sector is available from the Business Environment Directorate, Department for Business, Innovation and Skills, 1 Victoria Street, London SW1H 0ET or from www.gov.uk/bis and is annexed to the Explanatory Memorandum which is available alongside the instrument at www.legislation.gov.uk.