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Background
The UK government has made it a priority to counter the use of corporate structures for fraud and money laundering with the introduction of The Economic Crime and Corporate Transparency Act (ECCTA), which received Royal Assent on 26 October 2023. Companies House (the UK’s Registrar of Companies) faces huge changes due to this legislation. Louise Smyth (Chief Executive of Companies House) even said “this is one of the most significant moments for Companies House in our long history”.
The details of the ECCTA and the upcoming changes were generally covered in our previous articles “How will Companies house Reforms affect Private Companies and their Directors?” and “The Economic Crime and Corporate Transparency Act (ECCTA) and the Companies House Reforms“.
The focus of this article is specifically around the changes to a small, but crucial piece of information – the registered office address (ROA) of a company and the new requirement for a company to register their email address at Companies House.
Current Legal Requirements
Every UK company, even those who carry out business from abroad, must have a ROA in the UK. This address must be a reliable address which official bodies (such as Companies House or HMRC) may serve correspondence, notices and reminders to the company. The ROA is shown on the public register, available for everyone to see. Unless a company has a Single Alternative Inspection Location (SAIL) address, it must keep its records and statutory registers available at the ROA. Any member of the public may request in writing to inspect these records (subject to a ‘proper purpose’ under the Companies Act 2006) at the company’s ROA or SAIL address.
The ROA must be a physical location in the country of incorporation. For example, a Scottish company must have a ROA in Scotland. The address used must also be displayed clearly on all letters, invoices and websites of the company as well as those of the company’s offices. Failure to comply with these requirements constitutes an offence committed both by the company and every officer of the company (including shadow directors) who is in default.
New Rules regarding the Registered Office Address and Email Address of a Company
The first set of changes introduced by the ECCTA will come into effect from 4 March 2024 (subject to secondary legislation being passed). There will be new rules for a company’s ROA which means that a company must, at all times, have an ‘appropriate address’ as their ROA. An appropriate address is one where:
- any documents sent to the ROA should be expected to come to the attention of a person acting on behalf of the company; or
- any documents sent to that address can be recorded by an acknowledgement of delivery.
These changes mean you will not be able to use a PO Box as your ROA in the future. Additionally, if your company is using an address of a service provider (such as accountants, law firms or company formation agents), now is a good time to review or assess your arrangements with them to ensure that your company has continuing authority to use such address and that there is an appropriate system in place for you to receive and acknowledge communications sent to the company in an efficient manner.
Another change concerns the introduction of a requirement for all companies to register an email address at Companies House, which will also come into effect from 4 March 2024 (subject to secondary legislation being passed). Before the ECCTA, there was no need to register an email address of a company at Companies House. Section 29 of the ECCTA will ensure that all companies must (at the point of providing registration documents) provide ‘a statement of the intended registered email address of the company, which must be an appropriate email address within the meaning given in section 88a(2)’. Section 88a(2) of the ECCTA provides that an email address is ‘appropriate’ if, in the ordinary course of events, any email sent ‘would be expected to come to the attention of a person acting on behalf of the company’.
Therefore, companies will need to confirm their appropriate email address on their annual confirmation statement together with a statement that their future activities will be lawful; this will apply to all confirmation statements with a statement date from 5 March 2024. When incorporating new companies, a company’s email address will need to be supplied and a confirmation that the company is being formed for a lawful purpose will also be required.
It is important to note that providing a registered email address will become as important as providing a ROA. A breach of these requirements will result in an offence being committed by both the company as well as every officer of the company who is in default. Companies House will take action against companies that do not have an appropriate ROA or email address.
How To Change or Update a Company’s Registered Office Address
Below are the simple steps needed to change a company’s ROA:
1. Review your company’s articles of association to check for the procedure needed to change the ROA.
2. The company’s board of directors must approve this change. Any changes to ROA must be actioned within 14 days of the board’s approval.
3. File the form AD01 with Companies House either:
3.1. electronically via Webfiling; or
3.2. in paper form via post.
4. The ROA change will be effective from the date the notice is registered and accepted by Companies House.
Conclusion
In summary the above changes, albeit small, are critical. Transparency is a key theme to the wider changes in legislation. The ECCTA will go some way to protecting our economy against unlawful or fraudulent activities via corporate structures. Most companies will be able to adapt to these changes very easily but for some, company law changes can be quite daunting. Michelmores has a dedicated Corporate Services team led by experts in the field of Company Law Compliance and Corporate Governance who will be happy to speak with you if you want to know more about the changes introduced by the ECCTA and how this will affect your business. Our Corporate Services include the provision of company secretarial, registered office address and email address services to companies which are fully compliant with the ECCTA rules. Please contact any member of the Corporate Services team or email cosec@michelmores.com.
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