PLACE OF REGISTERED OFFICE
Two 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), on the one hand, or with the Registrar of Companies for Scotland (i.e. Companies House based in Edinburgh), on the other hand. If you choose 'England' or 'Wales', the former will apply. However, if you choose 'Scotland', the latter will apply. It is not permissible for a UK company incorporated under the Companies Act 1985 to have its registered office other than in England, Wales or Scotland.
| | Registered office | All companies are required, at all times, to have a registered office to which communications and notices can be addressed - section 287(1) of the Companies Act 1985. If a company wishes to change its registered office it must give the Registrar notice in the prescribed form within 14 days of the change, and the Registrar will record the new situation - section 287(3) of the Companies Act 1985. If a company is incorporated with its registered office in England or Wales (in which case the responsible authority will be Companies House based in Cardiff), the company is not permitted subsequently to change the location of its registered office to Scotland. Likewise, if a company is incorporated with its registered office in Scotland (in which case the responsible authority will be Companies House based in Edinburgh), the company is not permitted subsequently to change the location of its registered office to England or Wales.
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 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.
On incorporation, the situation of the registered office is that specified in the Form 10 sent to the Registrar of Companies prior to the incorporation of the company - section 287(2) of the Companies Act 1985. (UKcorporator will produce a duly completed Form 10 for you.)
The Companies Act 1985 requires every company to have available at its registered office various records which contain information relating to the company - e.g. a register of directors and secretaries (per section 288), a register of directors' interests (per section 325), minutes of proceedings of any general meeting of the company (per section 383), a register of members (per section 352) and a register of charges (per section 407). (UKcorporator will produce these registers for you.)
| | 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 710B of the Companies Act 1985. 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 710B of the Companies Act 1985 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 - section 25 of the Companies Act 1985).
| | 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. |
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