2006 c. 46

Part 6— A company's registered office and email address

Sections 86–88B

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—
1. (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
2. (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—
1. (a)
  the company, and
2. (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—
1. (a)
  in England and Wales, to a fine;
2. (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).

1.
A company may change the address of its registered office by giving notice to the registrar.
1A.
The notice must include a statement that the new address is an appropriate address within the meaning given by section 86(2).
2.
The change takes effect upon the notice being registered by the registrar, but until the end of the period of 14 days beginning with the date on which it is registered a person may validly serve any document on the company at the address previously registered.
3.
For the purposes of any duty of a company—
1. (a)
  to keep available for inspection at its registered office any register, index or other document, or
2. (b)
  to mention the address of its registered office in any document,
a company that has given notice to the registrar of a change in the address of its registered office may act on the change as from such date, not more than 14 days after the notice is given, as it may determine.
4.
Where a company unavoidably ceases to perform at its registered office any such duty as is mentioned in subsection (3)(a) in circumstances in which it was not practicable to give prior notice to the registrar of a change in the address of its registered office, but—
1. (a)
  resumes performance of that duty at other premises as soon as practicable, and
2. (b)
  gives notice accordingly to the registrar of a change in the situation of its registered office within 14 days of doing so,
it is not to be treated as having failed to comply with that duty.

1.
In the Companies Acts a “Welsh company” means a company as to which it is stated in the register that its registered office is to be situated in Wales.
2.
A company—
1. (a)
  whose registered office is in Wales, and
2. (b)
  as to which it is stated in the register that its registered office is to be situated in England and Wales,
may by special resolution require the register to be amended so that it states that the company's registered office is to be situated in Wales.
3.
A company—
1. (a)
  whose registered office is in Wales, and
2. (b)
  as to which it is stated in the register that its registered office is to be situated in Wales,
may by special resolution require the register to be amended so that it states that the company's registered office is to be situated in England and Wales.
4.
Where a company passes a resolution under this section it must give notice to the registrar, who shall—
1. (a)
  amend the register accordingly, and
2. (b)
  issue a new certificate of incorporation altered to meet the circumstances of the case.

1.
A company must ensure that its registered email address is at all times an appropriate email address.
2.
An email address is an “appropriate email address” if, in the ordinary course of events, emails sent to it by the registrar would be expected to come to the attention of a person acting on behalf of the company.
3.
If a company fails, without reasonable excuse, to comply with this section an offence is committed by—
1. (a)
  the company, and
2. (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—
1. (a)
  in England and Wales, to a fine;
2. (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.

1.
A company may change its registered email address by giving notice to the registrar.
2.
The notice must include a statement that the new address is an appropriate email address within the meaning given by section 88A(2).
3.
The change takes effect upon the notice being registered by the registrar.