Economic Crime and Corporate Transparency Act 2023 (c. 56)

PART 1 U.K. Companies etc

Registered offices U.K.

28 Registered office: appropriate address U.K.

(1) The Companies Act 2006 is amended as follows.

(2) In section 9 (registration documents), in subsection (5)(a), at the end insert “, which must be an appropriate address within the meaning given by section 86(2)”.

(3) For section 86 substitute—

“86 Duty to ensure registered office at appropriate address

(1) A company must ensure that its registered office is at all times at an appropriate address.

(2) An address is an “appropriate address” if, in the ordinary course of events—

(a) a document addressed to the company, and delivered there by hand or by post, would be expected to come to the attention of a person acting on behalf of the company, and

(b) the delivery of documents there is capable of being recorded by the obtaining of an acknowledgement of delivery.

(3) If a company fails, without reasonable excuse, to comply with this section 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 this section is liable on summary conviction—

(a) in England and Wales, to a fine;

(b) in Scotland or Northern Ireland, to a fine not exceeding level 5 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 5 on the standard scale.

(5) Subsection (1) does not apply in relation to a company during any period for which the address of its registered office is a default address nominated by virtue of section 1097A(3)(h).”

(4) In section 87 (change of address of registered office), after subsection (1) insert—

“(1A) The notice must include a statement that the new address is an appropriate address within the meaning given by section 86(2).”

(5) In section 853B (duties to notify a relevant event), omit paragraph (a).

(6) After section 853C insert—

“853CA Duty to notify a change in registered office

(1) This section applies where—

(a) a company makes a confirmation statement,

(b) the company’s registered office is not at an appropriate address within the meaning given by section 86(2), and

(c) the company has not given a notice under section 87 (change of registered office) that is awaiting registration by the registrar.

(2) The company must deliver a notice under section 87 at the same time as it delivers the confirmation statement.”

Commencement Information

I1 S. 28 in force at Royal Assent for specified purposes, see s. 219(1)(2)(b)

I2 S. 28 in force at 4.3.2024 in so far as not already in force by S.I. 2024/269, reg. 2(v)