New rules for registered office addresses – from 4 March 2024

The first set of changes introduced by the Economic Crime and Corporate Transparency Act 2023 (ECCT Act) came into force on 4 March 2024. One of the new measures that applies to every company (and incorporated partnership) is the duty to use an ‘appropriate address’ as a registered office.

This guide explains the new requirement in detail, the impact it may have on your company, and the potential consequences of failing to use an appropriate address. 

What is an ‘appropriate address’?

Part 6, section 86(2) of the Companies Act 2006, as amended per the ECCT Act, describes an appropriate address in relation to a registered office as follows:

An address is an ‘appropriate address’ if, in the ordinary course of events –

(1) a document addressed to the company, and delivered there by hand or by post, would be expected to come to the attention of a person acting on behalf of the company, and

(2) the delivery of documents there is capable of being recorded by the obtaining of an acknowledgement of delivery.

This means that companies can no longer use a PO Box as a registered office address, even if they provide the full postal address.  

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There may be serious consequences for any company that fails to use an appropriate registered office address. Without a reasonable excuse for non-compliance, the company and every officer (e.g. the directors) are committing an offence.

Therefore, to ensure that your registered office meets all necessary requirements, you must choose an address that is:

• a physical address in the UK
• in the same country (or jurisdiction) where your company incorporates
• an ‘appropriate address’, as per the meaning in the Companies Act 2006

You can use a residential or non-residential (commercial) address as a registered office, provided that it satisfies the above three conditions, and you have permission to use it for this purpose. However, a non-residential address is always the better choice.

Failure to use an appropriate address  

If Companies House (the ‘registrar’) determines that a company’s existing registered office address is not appropriate, they will:

• change the company’s registered office to a default address held at Companies House without a period of notice, or
• give the company 14 days to provide evidence that it is an appropriate address, or change its registered office to a new address

If the registrar chooses to move the company’s registered office to a default address without notice (and the company raises no objection), the company will have 28 days to provide details of a new address that is appropriate. The company must also include evidence that it has the right to use that address.

Where a company fails to deliver notice of a new address within the given timeframe, the registrar may start the strike-off process to remove the company from the register.

The latest guidance on the registrar’s rules and powers is available to read online at GOV.UK.

What is the Companies House default address?

The default address is an address that is held and maintained at Companies House. There are three in total. The address that the registrar assigns (and displays on public record) depends on a company’s jurisdiction of incorporation. As of 4 March 2024, the Companies House default addresses are as follows:

Companies incorporated in England & Wales (and ‘Welsh companies’)

Companies House Default Address
PO Box 4385
Companies House
Crown Way
Cardiff
CF14 3UZ

Companies incorporated in Scotland

Companies House Default Address
PO Box 24238
Edinburgh
EH7 9HR

Companies incorporated in Northern Ireland

Companies House Default Address
Companies House
2nd Floor
The Linenhall
32-38 Linenhall Street
Belfast
BT2 8BG

When the registrar moves a company’s registered office to a default address, several legal duties of the company will be suspended for 28 days. These include the duty to:

• make certain statutory registers and company records available for inspection
• display company details (e.g. the company name) at the registered office address
• include information about the registered office on business documents and communications
• provide information about the registered office address to a person in the course of business

The company can still receive statutory correspondence at the default address and arrange to collect it. However, the registrar is under no obligation to notify the company or open any mail delivered there.

When the company changes its registered office to an appropriate address, the registrar does not have to forward any retained mail to the company.

Is 1st Formations Registered Office Service an appropriate address? 

Our London Registered Office Address Service satisfies the meaning of an ‘appropriate address’. We provide the full, physical postal address of our Covent Garden office building, not a PO Box. 

Since it’s a London address, the service is suitable for new and existing companies incorporated in the jurisdiction of England & Wales. It cannot be used by any company formed in Scotland or Northern Ireland, nor is it suitable for a ‘Welsh company’. 

If you currently use a registered office service from another third party, you should check that it satisfies the new appropriate address rules and continues to meet your company’s needs.

How to change your registered office address

Changing your company’s registered office address is a quick and easy process, if you complete the procedure online. If your current address is not appropriate, or you simply want to use a different address, follow these steps to change it:

1. Review the company’s articles of association to check for any restrictions
2. Pass a board resolution of the directors to authorise the change of address (or seek shareholder approval, if required under the articles)
3. Provide notice to Companies House by filing form AD01 online or by post within 14 days

If you file online and the registrar approves the new address, it should be effective within 24 hours. It depends on Companies House processing times on the day. The registrar will then update the public record accordingly and provide the new address details to HMRC.

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However, you will need to submit form AD01 by post (rather than online) if the registrar has moved your registered office to a Companies House default address. The process is the same, but it will take longer due to postal times.

If you’re able to file online, you can use 1st Formations’ Online Company Manager to notify Companies House of a change of registered office address. There’s no requirement to be an existing customer to use this free facility. Simply register an account and then import your company details onto our system.

Get in touch

We hope you’ve found this information useful. Leave a comment below if you have any questions, or contact our London-based team directly if you’d like to find out more about our company address services.

Explore the 1st Formations Blog for more company guidance and small business advice.