|PLACE OF REGISTERED OFFICE |
Three different Registrars
|Your answer to this question will determine whether the company will be registered with the Registrar of Companies for England and Wales (i.e. Companies House based in Cardiff), the Registrar of Companies for Scotland (i.e. Companies House based in Edinburgh) or the Registrar of Companies for Northern Ireland (Companies House in Belfast). It is not permissible for a UK company incorporated under the Companies Act 2006 to have its registered office other than in England, Wales, Scotland or Northern Ireland.|
|All companies are required, at all times, to have a registered office to which communications and notices can be addressed - section 86 of the Companies Act 2006. A company may change the address of its registered office by giving notice to Companies House - section 87(1) of the Companies Act 2006. The change takes effect upon the notice being registered by Companies House, 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 - section 87(2) of the Companies Act 2006.|
Companies are required to keep various documents (e.g. the Register of Members and the Register of Directors - per sections 114 and 162 respectively of the Companies Act 2006) at their registered offices.
A company may have its main or principal office (i.e. the place from which the business of the company is managed and controlled) in a different country from its registered office e.g. its main or principal office may be in Scotland even though its registered office is in Wales. There is no requirement for a company to advise Companies House as to the location of its main or principal office.
There is no prohibition, in company law, on a company having its registered office at a residential address. There must however be suitable external signage showing the name of the company. For more information about this last requirement see Companies House Guidance regarding disclosure of company name requirements.
Companies House will allow combined PO Box/physical addresses such as 'PO Box 68 Jubilee House 85 Salop Street Wolverhampton West Midlands WV3 0SA'. However it will almost certainly reject a 'pure' PO Box address such as 'PO Box 325, Portsmouth PO5 3SD'.
|Use of Welsh language|
|If you choose 'Wales' as the place where the company's registered office will be, the company may take advantage of Section 1104 of the Companies Act 2006. This section allows any company with its registered office in Wales (and which has stipulated 'Wales' in its memorandum of association as the place of its registered office) to deliver certain of the documents required by law to be furnished to the Registrar of Companies, in the Welsh language. (Subject to certain exceptions, section 1104 of the Companies Act 2006 requires such documents to be accompanied by an English translation.)|
Likewise, a company may only use, as part of its name, the Welsh equivalent of 'Limited' (i.e. 'cyfyngedig', or its abbreviation 'cyf.'), or the Welsh equivalent of Public Company Limited (i.e. 'cwmni cyfyngedig cyhoeddus', or its abbreviation 'c.c.c.'), if its registered office is in Wales (and it has stipulated 'Wales', in its memorandum of association, as the place in which its registered office is situated - sections 58 and 59 of the Companies Act 2006).
|Jurisdiction of courts|
|Your answer to this question will also determine which country's Courts will have jurisdiction over the company, for example, in a winding up - section 117 of the Insolvency Act 1986.|