Modifications etc. (not altering text)
C1Pts. 1-39 modified (31.12.2020) by Regulation (EC) No. 2157/2001, Art. AAA1(3) (as inserted by The European Public Limited-Liability Company (Amendment etc.) (EU Exit) Regulations 2018 (S.I. 2018/1298), regs. 1, 97 (with regs. 140-145) (as amended by S.I. 2020/523, regs. 1(2), 5(a)-(f)); 2020 c. 1, Sch. 5 para. 1(1))
C2Pt. 35 applied (with modifications) (31.12.2020) by The International Accounting Standards and European Public Limited-Liability Company (Amendment etc.) (EU Exit) Regulations 2019 (S.I. 2019/685), reg. 1(2), Sch. 3 para. 3; 2020 c. 1, Sch. 5 para. 1(1)
C3Pt. 35 modified (21.2.2009) by The Banking Act 2009 (Parts 2 and 3 Consequential Amendments) Order 2009 (S.I. 2009/317), art. 6(1)(3)
C4Pt. 35 applied (with modifications) (8.2.2011) by The Investment Bank Special Administration Regulations 2011 (S.I. 2011/245), reg. 27, Sch. 6 Pt. 2 para. 5(3)
C5Pts. 1-39 (except for Pt. 7 and ss. 662-669), 45-47 extended (12.5.2011) by The Companies Act 2006 (Consequential Amendments and Transitional Provisions) Order 2011 (S.I. 2011/1265), art. 5(1), Sch. 1 para. 2
(1)The Secretary of State may make provision by regulations requiring the registrar, on application, to change the address of a company's registered office if the registrar is satisfied that the company is not authorised to use the address.
(2)The applicant and the company must provide such information as the registrar may require for the purposes of determining such an application.
(3)The regulations may make provision as to—
(a)who may make an application,
(b)the information to be included in and documents to accompany an application,
(c)the notice to be given of an application and of its outcome,
(d)the period in which objections to an application may be made,
(e)how an application is to be determined, including in particular the evidence, or descriptions of evidence, which the registrar may without further enquiry rely on to be satisfied that the company is authorised to use the address,
(f)the referral of the application, or any question relating to the application, by the registrar for determination by the court,
(g)the registrar requiring a company to provide an address to be the company's registered office,
(h)the nomination by the registrar of an address (a “default address”) to be the company's registered office,
(i)the effect of the registration of any change.
(4)Subject to further provision which may be made by virtue of subsection (3)(i), the change takes effect upon it 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.
(5)Provision made by virtue of subsection (3)(i) may in particular include provision, in relation to the registration of a default address—
(a)for the suspension, for up to 28 days beginning with the date on which it is registered, of duties of the company under this Act relating to the inspection of company records or to the provision, disclosure or display of information,
(b)that the default address may not be used for the purpose of keeping the company's registers, indexes or other documents,
(c)for there to be no requirement that documents delivered to the default address for the company must be opened,
(d)for the collection of such documents by the company, or the forwarding of such documents to the company,
(e)for the circumstances in which, and the period of time after which, such documents may be destroyed,
(f)about evidence, or descriptions of evidence, that the registrar may require a company to provide if giving notice to the registrar to change the address of its registered office from a default address.
(6)The applicant or the company may appeal the outcome of an application under this section to the court.
(7)On an appeal, the court must direct the registrar to register such address as the registered office of the company as the court considers appropriate in all the circumstances of the case.
(8)The regulations may make further provision about an appeal and in particular—
(a)provision about the time within which an appeal must be brought and the grounds on which an appeal may be brought,
(b)provision for the suspension, pending the outcome of an appeal, of duties of the company under this Act relating to the inspection of company records or to the provision, disclosure or display of information,
(c)further provision about directions by virtue of subsection (7).
(9)The regulations may include such provision applying (including applying with modifications), amending or repealing an enactment contained in this Act as the Secretary of State considers necessary or expedient in consequence of any provision made by the regulations.
(10)Regulations under this section are subject to affirmative resolution procedure.]
Textual Amendments
F1S. 1097A inserted (26.5.2015) by Small Business, Enterprise and Employment Act 2015 (c. 26), ss. 99(1), 164(3)(h)(ii)
Modifications etc. (not altering text)
C6Ss. 1093-1098 applied (with modifications) (1.10.2009) by The Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009 (S.I. 2009/1804), regs. 2, 67 (with reg. 60, Sch. 1 paras. 30, 31, 34, 35) (as amended (6.4.2013) by S.I. 2013/618, reg. 5 (with reg. 8(4)) and as amended (E.W.) (12.3.2015) by The Legal Aid, Sentencing and Punishment of Offenders Act 2012 (Fines on Summary Conviction) Regulations 2015 (S.I. 2015/664), reg. 1(1), Sch. 3 para. 14(6) (with reg. 5(1)) and as amended (6.4.2016) by The Companies (Address of Registered Office) Regulations 2016 (S.I. 2016/423), regs. 1(1), 21)