PART 1Companies etc

Registered offices

I1I228Registered office: appropriate address

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—

86Duty 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—

853CADuty 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.