Ever wondered whether a Scottish company could have its registered office in England, or vice versa? This article provides important information to be aware of in advance of changing your UK company's registered office.
Importance of a Registered Office
The Companies Act 2006 (CA 2006) requires every company to have a registered office. As part of the incorporation process, you must decide and tell Companies House in your registration application, whether the company is to have its registered office in England, Wales, Scotland, or Northern Ireland. This decision will be driven principally by whether you intend to register a Scottish, English & Welsh, or Northern Irish company.
There are many reasons why a registered office is important, but key amongst them is that all official correspondence and formal notices, whether from shareholders, HMRC, or Companies House, will always be sent to a company's registered office.
What if I want to change my registered office?
When a company has decided to change its registered office address it must notify Companies House by using a form AD01. An AD01 will ask you for the company's name and number as well as the proposed new registered office address.
Once an AD01 has been accepted by Companies House, there is a 14-day window in which all formal communications and notices may still be served on the company's previous registered office. The company must also ensure that it actually changes its registered office, by moving all "company records" to its new address within this 14-day window.
Company records are defined in the CA 2006 as being any register, index, accounting records, agreement, memorandum, minutes or other document required by the CA 2006. Principally, this means a company's books (further information on which can be found on this recent blog here), which must be held at the company's registered office so as to be available for inspection, whether by a member of the company, or by a third party with a legitimate interest in inspecting the registers.
Can I move my registered office to another country?
As mentioned above, the location of a company's registered office is driven by the jurisdiction in which the company is registered. A company registered in Scotland must have its registered office in Scotland in the same way that a company registered in Northern Ireland must have its registered office in Northern Ireland.
A slight exception to this rule is that a company incorporated under English & Welsh jurisdiction may choose to have its registered office in either England or Wales. However, a company wishing to make use of bilingual English/Welsh forms at Companies House must have its registered office situated in Wales.
When choosing to change the location of a company's registered office, the company must always remain in the same jurisdiction within which it was incorporated.
A company may choose to have a Single Alternative Inspection Location (SAIL) address, where it holds its records. Having a SAIL does not mean that a company no longer requires to have a registered office. Rather, it offers the company the freedom to hold its records elsewhere. For example, a company could opt to have a SAIL if the person responsible for upkeep of the registers (where they are in physical rather than virtual form) is based some distance from the company's registered office. A company must notify Companies House that it has a SAIL address and must ensure its records are actually kept at the SAIL.
It is worth noting that, as with a company's registered office, a SAIL must be in the same jurisdiction as the company is registered in.
Whilst a company must ensure that its registered office and SAIL, if it has one, are located within the same jurisdiction in which it is registered, its actual trading location can be anywhere. A company does not need to operate from its registered office or SAIL.
However, companies must, when operating from a trading address, continue to display their registered name, number, and office address, rather than their trading address, on all correspondence, invoices, and stationary when engaging with customers, as well as on the company's website.
How Brodies can help
Brodies regularly advise clients on their corporate obligations under the Companies Act and have actively assisted corporate clients who have decided to change their registered office address or adopt a SAIL. We are also able to advise on the options available should you wish to re locate your business to another jurisdiction within the UK or abroad.
Please contact any member of the corporate team or your usual Brodies contact for further information.