Economic Crime and Corporate Transparency Act 2023

107 Rectification of register: principal office addresses

(1) The Companies Act 2006 is amended as follows.

(2) After section 1097B (inserted by section 106) insert—

“1097C Rectification of register: principal office addresses

(1) The Secretary of State may by regulations make provision authorising or requiring the registrar to change the address registered as the principal office of a relevant person if satisfied that the address is not in fact their principal office.

(2) In this section—

• “address registered as the principal office”, in relation to a relevant person, means the address for the time being shown in the register as the address of the person’s current principal office;

• “relevant person” means—

  (a)

  a director of a company that is not an overseas company,

  (b)

  a secretary or one of the joint secretaries of a company that is not an overseas company,

  (c)

  a registrable relevant legal entity in relation to a company (within the meaning given by section 790C), or

  (d)

  a registrable person in relation to a company (within the meaning given by section 790C) who falls within section 790C(12).

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

(4) The regulations must provide for the change in the address to be effected by the registrar proceeding as if the company had given notice under section 167H, 279H or 790LD of the change.

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

(d) the notice to be given of an application or that the registrar is considering the exercise of powers under the regulations,

(e) the notice to be given of any decision under the regulations,

(f) the period in which objections to an application may be made,

(g) how the registrar is to determine whether an address registered as the principal office of a relevant person is in fact the person’s principal office, including in particular the evidence, or descriptions of evidence, which the registrar may without further enquiry rely on to be satisfied that the address meets those requirements,

(h) the referral by the registrar of any question for determination by the court,

(i) the registrar requiring the company to provide an address to be registered as the principal office of the relevant person,

(j) the nomination by the registrar of an address (a “default address”) to be registered as the principal office of the relevant person (which need not be the relevant person’s actual principal office),

(k) the period for which the default address is permitted to be the address registered as the principal office of the relevant person, and

(l) when the change of address takes effect and the consequences of registration of the change.

(6) The provision made by virtue of subsection (5)(k) may in particular include 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.

(7) The regulations must confer a right on the company to appeal to the court against any decision to change the address registered as the principal office of the relevant person under the regulations.

(8) If the regulations enable a person to apply for the address registered as the principal office of a relevant person to be changed, the regulations must also confer a right on the applicant to appeal to the court against a refusal of the application.

(9) On an appeal, the court must direct the registrar to register such address as the principal office of the relevant person as the court considers appropriate in all the circumstances of the case.

(10) 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) further provision about directions by virtue of subsection (9).

(11) 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.

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

(13) Regulations under this section are subject to affirmative resolution procedure.”

(3) In section 1087 (material not available for public inspection), in subsection (1)(ga)—

(a) after “1097B” (inserted by section 106 of this Act) insert “or 1097C”;

(b) after “service address” (inserted by section 106 of this Act) insert “or principal office address”.