Laura Borland explains recent changes to the rules for registering company addresses.

Until recently, where a company used your address as its registered office without your permission, there was nothing that you could do about it.

The Companies (Address of Registered Office) Regulations 2016 came into force on 6 April 2016, and introduced a new procedure designed to address this problem.

Under the new procedure, the Registrar of Companies can change the registered office of a company (or limited liability partnership) where they consider the entity is not authorised to use the address where it is registered.

The position before April 2016

Previously, the registered office address of a company could only be changed voluntarily by the company itself. That system offered no remedy to individuals or businesses whose addresses were used by companies as a registered office without authorisation. Although the problem was relatively small compared with the overall size of the public register, the negative impact on those affected could be significant, including receipt of unsolicited mail, visits from debt collectors or bailiffs/sheriff officers and damage to credit ratings.

The new procedure

The new procedure is designed to prevent these problems from happening, in the following ways:

• Anyone may apply to the Registrar to have the registered office of a company changed.
• The Registrar will give notice of the application to the company (both at the registered office and at the addresses of company officers), unless they consider there is no reasonable chance of the application succeeding.
• The company will be given a certain period (at least 28 days) to either change the registered office address or object to the application, providing evidence that the company is authorised to use the address.
• The Registrar may rely on certain evidence without further enquiry, namely (1) documentation evidencing proprietary rights (eg a title sheet or lease); (2) a written agreement allowing the company to use the address, or; (3) a utility bill dated within the last six months.
• The Registrar has the power to refer the application, or any question relating to the application, for determination by the court.
• If the Registrar is satisfied that the company is not authorised to use the address, or the company does not respond within the specified period, the Registrar must change the company’s registered office to a default address (a PO Box at Companies House).
• The Registrar’s decision is notified to the applicant and the company, with reasons. There is a 28-day period within which the company or applicant can appeal the decision to court.
• Where the registered office address is changed to a default address, the company’s duties to make certain records available for inspection and display the company’s name at the registered office are suspended for 28 days.

The Registrar is not required to open any documents delivered to the company, and may destroy any documents that the company has not collected after 12 months of receipt.

Hopefully the new regulations will have a deterrent effect on companies that previously used unauthorised addresses, and will provide those affected with a quick and relatively easy remedy.

About the author

Laura Borland is a senior solicitor in the corporate restructuring and insolvency team at Brodies LLP.