How Shelf Companies Lost Their Appeal and What to Do Now
Also known as a ready-made company or an off-the-shelf company, a shelf company is a pre-registered business you can buy and customise.
Running a business requires dedication, focus, and an unwavering desire to build a scalable brand; part of that “brand building” requires a credible business image. And choosing the right location can go a long way in building that brand — something to keep in mind when you’re starting a new company. During this initial process of company registration, you’ll often be prompted to declare your registered office address; here we’ll outline exactly what that means and why it’s so important for your business.
What Is a Registered Office Address?
All companies and partnerships that are incorporated in the UK are legally required to have a registered office address.
In addition to storing your company’s statutory registers for inspection, a registered office address acts as your company’s official address for receiving statutory mail and legal documents from Companies House, HMRC, and various government entities. Your registered office address doesn’t have to be in the same region as your principal trading activity, but it must be a complete, physical postal address in the same UK jurisdiction in which your company is registered (England and Wales, Scotland or Northern Ireland).
Your registered office address is permitted to be both a residential and non-residential address. However, it’s encouraged to keep your home details private, hence many prefer the latter option.
If you’re receiving help via a third party for your company incorporation, be sure to use a credible formations company that offers a comprehensive registered office address service.
Why Does a Limited Company Need a Registered Office Address?
Since a registered office address is a legal requirement under UK Company Law, you cannot start or run a private limited company or limited liability partnership in the UK without having a registered office address. In order to achieve corporate transparency, your registered office address details will be placed on to public records. However, you are permitted to change your registered office address at any time you wish (as long as it remains within the same part of the UK jurisdiction).
A Registered Office Address for a Limited Liability Partnership (LLP)
As with a limited company, an LLP must also have a registered office address located within the same UK area to where the partnership is incorporated (England and Wales, Scotland or Northern Ireland).
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Can I Use My Home Address as My Registered Office?
Although you’re permitted to use your home address as the registered office address, it’s not mandatory, or recommended. A separate registered office address is far more professional and helps to keep your home address private.
These are just some of the benefits of a non-residential registered office address:
- Since the use of a residential address will disclose corporate details, this option could result in unwelcome visitors and unsolicited mail to your home.
- A registered office address in a prestigious location can extend your consumer base and potential investors.
- Your company is more likely to exude a credible and established image with a professional non-residential registered office address.
- A non-residential address creates a clear distinction between your professional and personal life.
- A registered office address in a large, renowned city allows new and establishing firms to increase their geographical reach; particularly advantageous for firms based in small towns or remote areas.
What Is the Difference Between a Registered Office Address and a Director’s Service Address?
A registered office address:This is your limited company’s official address. All correspondence and legal documents/notices from UK government entities are delivered to the registered office address. Your registered office address must be registered in same location as company incorporation (England and Wales, Scotland or Northern Ireland).
A director’s service address:A director’s service address is the authorised contact address of a company director, LLP member, company secretary, subscriber or person of significant control (PSC), where they will receive personal statutory mail directly from both HMRC and Companies House. A service address can be located anywhere in the world.
UK law dictates that both the registered office address and a director’s service address are required. Both will be displayed on the central public register. If desired, you’re allowed to use the same postal address as your registered office and service address.
What Is the Difference Between a Registered Office Address and a Business Address?
As it’s your company’s official address, only statutory mail from government agencies is delivered to the registered office. However, a business address acts as a contact point for all other kinds of correspondence from clients, suppliers and various third parties.
Additionally, there is no limit to the number of business addresses you can have. They can be based anywhere in the world as a contact for generic business-related correspondence and to establish a presence in varied locations. It’s also permitted to use the same registered office address as your business address should you wish, but it must meet the same required criteria however.
Can a PO Box Number be Used as a Registered Office Address?
Whilst you’re not permitted to use a PO Box Number as your registered office address, you can use a PO Box address if you provide Companies House with the complete, physical postal address.
Can a Council House or Rented Accommodation be Used as a Registered Office Address?
As long as the full postal address is provided, a residential or non-residential address is accepted as a registered office by Companies House. However, it has to be located in the same UK jurisdiction of the company’s is incorporation.
If you rent from the council or a private landlord, you will need their permission prior to assigning it the status of a registered office. Normally, this is not an issue unless the activity to be carried out at the residence will be:
- a nuisance to the neighbours
- cause offense
- create a hazardous environment
- require people frequently entering and exiting the property
If any of the above are true, then the business practice will not be deemed “reasonable” and likely to be refused by your landlord and/or local authority. Additionally, business advertisements will not be allowed to be displayed on at the property.
Apply for permission
In order to apply for permission to your local council, you will need send a written request to the housing authority’s relevant figure, providing complete details of the following (where applicable):
- how the business plans to use the property
- any planned alterations to the property
- the installation of any sheds or outbuildings
- any usage of commercial vehicles
- the hours and level of noise as a direct result of business activity
Until you receive a reply in the form of written permission, you must not use the council or rental property as an edifice of trading/business activity.
You may need to pay business rates if any of the property is used exclusively for the use of business, or if any part of the property has been altered for this purpose. However, full information regarding the rules and regulations of your local authority/housing association should be obtained from the necessary body as each application is analysed on a case-by-case basis.
If you’re denied permission to use your home as the registered office, you can purchase this from an online company formation agent.
Can I Change My Registered Office Address?
It’s possible to move your registered office address to a new one at any point after your initial company formation. However, you will be obliged to keep the address within the same UK jurisdiction and must update Companies House of the change immediately. You can change your registered office address either through Companies House online service or a credible company formation agent can alleviate the stress by handling the entire process.
If Companies House agree that the new address is suitable, they will provide authorisation and will subsequently appear updated on the public register within 24 hours.
Can I Change My Company’s Registered Office Address to a Different Country?
Companies House, the Registrar of Companies for the whole of the UK, operate in three separate jurisdictions: England and Wales, Scotland, and Northern Ireland — each of which is governed by a different judicial system. If a company becomes involved in legal proceedings, then the case will be adopted by the Court of the governing jurisdiction in accordance with the Companies Act 2006. It is for this reason that a registered office can only be located in the country of your company’s incorporation.
However, since England and Wales fall under the same jurisdiction, you can for example move a registered office address from England to Wales, and vice versa (unless you have registered your company in “England only” or “Wales only”, in which case the Members of the Company must approve the relocation to another country). In all other cases, you are allowed to change your registered office but you’re not permitted to relocate it to another country once your company has been formed.
Note, companies and partnerships are allowed to trade in all three jurisdictions; should this be the case, it’s advised to set up a business address in other countries in order to expand the geographical reach or your trading activities.
Where Should I Display the Registered Office Details?
Your registered office details must be displayed on the following:
- all forms of official stationery
- emails
- brochures
- websites
Additionally, you must always display your company’s complete name on a physical sign at your registered office (with the exception of a residential address, or if your company has been dormant since its incorporation).
What Statutory Records Need to be Kept at a Registered Office Address?
Unless they are kept at a SAIL address, all private limited companies must keep their statutory records at their registered office address, including: certificate of incorporation, the memorandum and articles of association and if applicable, the share certificates.
Additionally, for inspection purposes, the following records and registers (where applicable) must be stored at the registered office or SAIL address:
- Register of members.
- Register of company directors.
- Register of secretaries.
- Register of People with Significant Control.
- Directors’ service contracts.
- Directors’ indemnities – security against liability claims or legal costs.
- Copies of resolutions.
- Minutes of meetings.
- Contracts relating to purchase of own shares.
- Documents relating to redemption or purchase of own shares out of capital by private company.
- Debenture holders’ register
- Instruments creating charges and register of charges
These records can be kept in a hard-copy format (in a bound or loose-leaf book), or they’re allowed to be kept in digital format. If your company maintains any other statutory registers (e.g. the register of allotments), they must also be kept at your registered office address.
Remember…
It’s important to understand the advantages of having a registered office address and all of its associated implications.
Don’t forget, you can change your registered office address at any time as long as it remains in the same part of the UK as your company incorporation. In order to do so, your company directors must approve the change. Simply notify Companies House as soon as possible. You’ll subsequently have to complete and file Form AD01 (for companies) or Form LLAD01 (LLPs) via WebFiling, or through the help of a credible formations company.
If you want to find out more about a registered office address and all of its associated advantages and disadvantages, contact our dedicated company formations team now for fast, friendly, and professional support.
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