Economic Crime and Corporate Transparency Act 2023

105 Registered office: rectification of register U.K.

(1) Section 1097A of the Companies Act 2006 (rectification of register relating to a company’s registered office) is amended as follows.

(2) For subsection (1) substitute—

“(1) The Secretary of State may by regulations make provision authorising or requiring the registrar to change the address of a company’s registered office if satisfied that it is not an appropriate address within the meaning given by section 86(2).

(1A) The regulations may authorise or require the address to be changed on the registrar’s own motion or on an application by another person.”

(3) Omit subsection (2).

(4) In subsection (3)—

(a) after paragraph (b) insert—

“(ba) the registrar requiring the company or an applicant to provide information for the purposes of determining anything under the regulations,”;

(b) in paragraph (c), for “and of its outcome” substitute “or that the registrar is considering the exercise of powers under the regulations”;

(c) after paragraph (c) insert—

“(ca) the notice to be given of any decision under the regulations,”;

(d) for paragraph (e) substitute—

“(e) how the registrar is to determine whether a company’s registered office is at an appropriate address within the meaning given by section 86(2), including in particular the evidence, or descriptions of evidence, which the registrar may without further enquiry rely on to be satisfied that an address is an appropriate address,”;

(e) for paragraph (f) substitute—

“(f) the referral by the registrar of any question for determination by the court,”;

(f) in paragraph (h), at the end insert “(which need not be an appropriate address within the meaning given by section 86(2))”;

(g) after paragraph (h) insert—

“(ha) the period for which a company is permitted to have the default address as its registered office,”;

(h) for paragraph (i) substitute—

“(i) when the change of address takes effect and the consequences of registration of the change (including provision similar or corresponding to section 87(2)).”

(5) Omit subsection (4).

(6) Before subsection (5) insert—

“(4A) Provision made by virtue of subsection (3)(ha) may in particular include—

(a) provision creating summary offences punishable with a fine not exceeding level 3 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 3 on the standard scale;

(b) provision—

(i) for the registrar to strike a company’s name off the register if the company does not change the address of its registered office from the default address, and

(ii) for the restoration of a company to the register, in such circumstances as may be prescribed, on an application made to the registrar or in pursuance of a court order.

(4B) The provision that may be made by virtue of subsection (4A) includes provision applying or writing out, in either case with or without modifications, any provision made by section 1000 or Chapter 3 of Part 31.

(4C) Regulations under this section may in particular confer a discretion on the registrar.”

(7) For subsection (6) substitute—

“(6) The regulations must confer a right on a company to appeal to the court against any decision to change the address of its registered office under the regulations.

(6A) If the regulations enable a person to apply for a company’s registered office to be changed, they must also confer a right on the applicant to appeal to the court against a refusal of the application.”

Commencement Information

I1 S. 105 in force at Royal Assent for specified purposes, see s. 219(1)(2)(b)

I2 S. 105 in force at 4.3.2024 in so far as not already in force by S.I. 2024/269, reg. 2(z42)