The requirement to provide a registered office during the company formation process causes quite a bit of confusion! What is it? Why do I need one? Where can it be? Can I use my home address?
If you wish to register a company or Limited Liability Partnership (LLP), you must supply a registered office address during the company formation process. This is a legal requirement as per section 86 of the Companies Act 2006, which specifically states that:
“A company must at all times have a registered office to which all communications and notices may be addressed.”
What is a registered office?
A registered office (RO) is the official address, or ‘head office’, of a limited company or LLP.
Letters, reminders, and legal notices from Companies House, HMRC, the courts, and any other government body will be sent to your registered office. For this reason, you must choose a physical postal address that can be accessed in person, and it must be located in the same part of the UK where you incorporate your company or LLP.
Additionally, you should also store your company’s statutory registers and records here for public inspection, unless you are using a SAIL address. Alternatively, you may choose to send the information usually kept in statutory registers to Companies House instead.
Companies House operates in three separate jurisdictions in the UK. These are: England and Wales (one jurisdiction), Scotland, and Northern Ireland. There is no single ‘UK-wide’ option when it comes to company formation because each country has different courts, so you must select which jurisdiction you wish to incorporate your company in.
Whichever one you choose, you must also maintain the registered office in the same part of the UK:
- Companies incorporated in England & Wales – RO must be in England or Wales.
- Companies incorporated in Scotland – RO must be in Scotland.
- Finally, companies incorporated in Northern Ireland – RO must be in Northern Ireland.
Regardless of where your company is formed, you can trade in all parts of the UK and overseas. In fact, you can base your operations in a different country. You simply have to maintain your registered office in the appropriate jurisdiction for the life of the company.
What type of address should I use as a registered office?
There’s a lot of flexibility here. Almost any address you like can be used, as long as it’s a physical postal address (not a PO Box Number) that is located in the same UK country where your company is registered. You must ensure that the full address is provided, including the postcode.
You can use your home address or the address of your office, shop, studio, factory, warehouse, accountant’s or solicitor’s office, or a registered office service supplied by a company formation agent.
It is important to consider privacy and professional image when choosing a registered office. First of all, your registered address will be published on public record. Secondly, you want to create a good impression on prospective clients and investors.
Taking these factors into consideration, you may not want to use a residential address as a registered office. To protect your privacy and additionally create a more favourable professional image, it would be better to use a non-residential address as a registered office.
If you do not have commercial business premises, such as an office or shop, the most suitable alternative is a registered office service from a company formation agent.
Do I have to trade from my registered office address?
There is no requirement to trade from, or be present at, your company’s RO address. In fact, you don’t ever have to visit the registered office if you arrange for your mail to be forwarded to you at an alternate address, or scanned and emailed to you.
It is very common for the RO to be used solely for the delivery of official government correspondence. This is why many companies set up a registered office service with a company formation agent. By using this type of professional address service, you can also enjoy the benefits of an impressive commercial address without the additional expense of renting and maintaining an office.
The address will also be displayed on public record as your official company address. Your government mail will be received there and forwarded on to you at your chosen address, or scanned and emailed to you. Furthermore, you should use this address on your website, emails, company stationery, as well as business cards, which will make a great impression on clients.
Why is my registered office address available to the public?
Companies House maintains a central public register of companies, which discloses key information about all incorporated businesses (i.e. limited companies and LLPs) operating in the UK. This information is available to everyone.
The purpose of the register is to provide full transparency and allow other businesses and members of the public to find out information about any company they have, or plan to have, dealings with.
In addition to RO details, the public register contains the following information about every company and LLP registered in the UK:
- Full name as well as registration number
- Past and present owners (shareholders or guarantors) of a company
- Date of incorporation
- Past and present company directors and secretaries
- Past and present LLP members (partners/owners)
- Information about people with significant control in a company
- Nature of business activities
- Financial accounts
- Penalties and charges against a business
- Filing history
- Director disqualification
- Trading status of company (active/dormant/dissolved)
- Insolvency information
- Previous company names
- Mortgage charge data
Changing your registered office
Whilst there is a legal requirement to maintain your RO in the country of company formation, you can change the address whenever you like. This means that you do not have to keep the same address that you provide when you set up your company.
It’s also very easy to change your registered office, and it’s free of charge. The Board of Director’s needs to resolve to change the name, after which you would also need to complete form AD01 and send it to Companies House within 14 days of the change taking place. Companies House will also update your address details on public record and notify HMRC of the change.
NOTE: documents can still be validly served to the old registered office for 14 days following the change made at Companies House.
Form AD01 is available in paper format, but it’s easier and quicker to complete and file the form online via WebFiling. You can also use Quality Company Formations’ online Company Manager facility to change your registered office address as well as other company details.
Keeping records at your registered office
Your registered office is the official inspection location of statutory records and registers. However, you can choose to keep some of all of these at a Single Alternative Inspection Location (SAIL) address or at Companies House.
The records that are generally held and maintained (in electronic or paper format) at the registered office include:
- Register of members
- Record of any shareholder votes and resolutions
- Register of directors
- Register of directors’ usual residential addresses
- Debentures and indemnities
- Register of company secretaries
- Register of people with significant control
- Share allotments and transfers
- Loans or mortgages secured against the company’s assets
You must tell Companies House if you keep records somewhere other than the registered office.
Although it is unlikely that any member of the public will request to inspect your records, you are still legally required to keep them up to date and ready for inspection at all times.
Requirement to display registered office details
You must also display a sign at your registered office address (and anywhere else your company operates) that shows your company name. The sign must also be easy to read and visible at all times. However, you don’t have to display a sign at your home if you run your business from there.
On business letters, order forms, websites, company emails and faxes, you must display your RO address, company registration number as well as the jurisdiction where the company is registered, and the fact that your business is a limited company or LLP.