NOTE: This document does not provide legal advice – it is only intended as a
discussion draft to be updated and modified to fit the circumstances. The publishers
and authors shall not be liable to any person with respect to any loss or damages
caused or alleged to be caused directly or indirectly by the information or any mistake
in this document. In particular, all statutory references should be checked and users
are reminded that changes are continually being made to the law and the document
will not be up to date. [24 August 2011]
LEGAL GUIDE
REGISTERED OFFICE
REQUIREMENTS
Registered office
Every UK company must at all times have a registered office to which all
communications and notices may be addressed (section 86 Companies Act 2006). The
first registered office will be notified to Companies House as part of the incorporation
documentation. By virtue of section 87(1), a company may change its registered office
from that notified to the Registrar of Companies by submitting form AD01.
However, the ability to change the registered office of the company is limited in that
section 9(2) CA 2006 requires the company's registered office is to be situate in England
and Wales or Scotland or Northern Ireland and the certificate of incorporation will state
the country of incorporation.
A company incorporated in England and Wales cannot have a registered office in
Scotland and vice versa.
The two main reasons for the restrictions on a company's registered office relate to:
(a)
the accessibility of the registered office for the purposes of communications and
notices addressed to the company; and
(b)
the availability of the statutory registers (in particular, the register of members,
debentures and charges).
LEGAL GUIDE – REGISTERED OFFICE REQUIREMENTS
Distinction from trading address
A company may have a registered office at some place other than its trading address
where, for instance, the trading address is a factory which is not suited for the receipt of
official documents or communications addressed to the company. There is no real
correlation between a company's registered office and the office from which the company
actually trades. Thus, a company with a registered office in London can trade anywhere it
wishes, whether that be in England, Wales, Scotland or any other place. However, in
practice a company will generally have its registered office at either its trading address
(where that trading address is in England and Wales in the case of companies
incorporated in England and Wales or Scotland in the case of companies incorporated in
Scotland) or at some other place in the jurisdiction of incorporation which can efficiently
deal with the receipt of communications or notices addressed to the company (for
example, at the company's solicitor's or accountant's address).
Location of Register of Members
Section 114 CA 2006 provides that a company's register of members shall be kept at its
registered office and the Companies (Company Records) Regs 2008 provide they may be
kept elsewhere subject to them being kept within the part (Scotland, England and Wales
or Northern Ireland) of the UK where registered and notification has been given to
Registrar.
Location of Register of Debentures & Debenture Holders
Similarly, section 190 CA 1985 states that a company may keep its register of debentures
and debenture holders at some place other than its registered office but, again, subject to
the restriction relating to companies incorporated in England and Wales not having their
register in Scotland or elsewhere and vice versa. Notification of a change in the location
of the register of debentures and debenture holders must be given to the Registrar of
Companies on form 190. In contrast to the register of members, a company may keep a
duplicate of the register of debentures and debenture holders either within or outside the
UK. However, this is restricted in that a company registered in England and Wales can
only keep its duplicate either within England and Wales or outside the UK and a company
registered in Scotland can only keep its duplicate either within Scotland or outside the
UK.
Register of Interests in Shares
Section 211 CA 1985 states that a register of interests in shares must be kept at the same
location as the register of directors' interests (see below). This applies only to public
companies and relates to shareholdings which are considered material by virtue of
sections 198 – 202 CA 1985.
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LEGAL GUIDE – REGISTERED OFFICE REQUIREMENTS
Location of Accounting Records
Section 222 CA 1985 allows for accounting records of a company to be kept outside the
UK with the proviso that a copy of those records must be kept in the UK either at the
company's registered office or at some other place which the directors of the company
consider suitable. There is no form of notice that must be filed with the Registrar of
Companies for this.
Register of Directors and Secretaries
Section 288 CA 1985 states that a register of the company's directors and secretaries must
be kept at the company's registered office. This register cannot be moved unless the
registered office is moved.
Register of Directors' Service Contracts
Section 318 CA 1985 states that a register of directors' service contracts must be kept at:
(a)
the company's registered office; or
(b)
the place where the register of members is kept (if other than the registered office);
or
(c)
the company's principal place of business, provided that the place of business is
situate in that part of the UK in which the company is registered.
If the register of directors' service contracts is and has always been held at the registered
office there is no need to give the Registrar of Companies notice of that register's location.
However, if the register is kept at either (b) or (c) above, notification must be given to the
Registrar of Companies on form G318.
Register of Directors' Interests
Section 325 CA 1985 in conjunction with Part IV, Schedule 13 CA 1985 states that a
register of a directors' interest in the shares of a company must be kept with the register of
members either at the registered office or, if the register of members is kept at some other
place, with the register of members at that other place.
Overseas Branch Registers
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LEGAL GUIDE – REGISTERED OFFICE REQUIREMENTS
Section 362 CA 1985 in conjunction with Part II, Schedule 14 CA 1985 allows for a
company with a share capital whose objects comprise the transaction of business in any of
the countries listed below may have within that country a branch register of members with
details of those members who are resident in that country. Notification of an overseas
branch register must be given to the Registrar of Companies on form G362.
The countries which relate to this section are:
Bangladesh, Cyprus, Dominica, The Gambia, Ghana, Guyana, India, Kenya, Kiribati,
Lesotho, Malawi, Malaysia, Malta, Nigeria, the Hong Kong Special Administrative
Region of the People’s Republic of China, Pakistan, Republic of Ireland, Seychelles,
Sierra Leone, Singapore, South Africa, Sri Lanka, Swaziland, Trinidad and Tobago,
Uganda, Zimbabwe and any other territory that forms part of Her Majesty's dominions
outside the UK, the Channel Islands or the Isle of Man.
Minute Books
Section 383 CA 1985 states that every company must keep at its registered office a book
containing the minutes of proceedings of any general meeting of the company.
Register of Charges
Section 407 CA 1985 states that every limited company must keep at its registered office
a register of charges in which details of all charges specifically affecting property of the
company and all floating charges on the company's undertaking or any of its property
shall be entered.
For further information please contact:
Tom Mackay or Jennifer Carter Shaw
Solicitors
Mackay Carter Shaw LLP
Lorton, Toys Hill
Kent TN16 1QG
Tel: 0207 193 1009 or 1016
Email: tom@mackaycartershaw.com or jennifer@mackaycartershaw.com
This note is only a general review of the subjects covered and does not constitute legal
advice which will vary depending on the circumstances of each case. No legal or
business decision should be based on the contents of this note.
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LEGAL GUIDE – REGISTERED OFFICE REQUIREMENTS