Legal Changes to Registered Address providers, and impact on overseas owners.

[Ozzy]

People have come to these forums a few times looking for advice on having a registered address service for their Limited company, and the advice has generally been it shouldn't matter that much to use your own personal address (with a few rare edge cases).
In March the law changed around registered office services that the registered address must be an 'appropriate' address, and yesterday Companies House sent out a message clarifying the definition of appropriate. I've spent some time looking through a number of company formation agent websites to read up on the services they provide, and it looks like all of them, every single one that I checked, are not providing a legally compliant 'appropriate' registered office address service.

Worth keeping in mind for anyone who uses such a service, because it is the directors who are legally liable for non-compliance and not the service provider. This is what Companies House sent out yesterday;

Dear Customer,
On 4 March, Companies House introduced new rules for registered office addresses under the Economic Crime and Corporate Transparency Act 2023. All companies must, at all times, have an ‘appropriate address’ as their registered office.

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

• 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
• the delivery of documents there is capable of being recorded by the obtaining of an acknowledgement of delivery

It’s come to our attention that some agents may not be providing registered office address services or packages which meet the requirements for an appropriate address.

Examples of services that are not appropriate include:

• Only forwarding Court documents and mail from certain UK government departments to the company
• Not forwarding general business correspondence addressed to the company

There could be serious consequences for companies using an address service that does not meet the requirements for an appropriate address.

The company and its officers may be committing an offence if their registered office address is not an appropriate address. We may change the registered office of all companies registered at that address to the Companies House default address, which may lead to beginning the process to strike those companies off the register.

There may also be reputational consequences for agents who have marketed and sold registered office services to their customers when those services do not meet the requirements for an appropriate address.

For more information about the new rules for registered office addresses, please visit our guidance on GOV.UK and the Changes to UK company law website.

Please share this important message with your networks.

I'd be interested to hear comments from anyone who does use one of these services, and what your thoughts are on this?

Over and above this, UK Limited companies that do not have any UK residents here who would be the 'person acting on behalf of the company', what the impact for them would be.

 

[OldSmokey]

People have come to these forums a few times looking for advice on having a registered address service for their Limited company, and the advice has generally been it shouldn't matter that much to use your own personal address (with a few rare edge cases).
In March the law changed around registered office services that the registered address must be an 'appropriate' address, and yesterday Companies House sent out a message clarifying the definition of appropriate. I've spent some time looking through a number of company formation agent websites to read up on the services they provide, and it looks like all of them, every single one that I checked, are not providing a legally compliant 'appropriate' registered office address service.

Worth keeping in mind for anyone who uses such a service, because it is the directors who are legally liable for non-compliance and not the service provider. This is what Companies House sent out yesterday;



I'd be interested to hear comments from anyone who does use one of these services, and what your thoughts are on this?

Over and above this, UK Limited companies that do not have any UK residents here who would be the 'person acting on behalf of the company', what the impact for them would be.

It would help if Companies House actually took action against companies and directors who arnt in compliance.

 

[eteb3]

It would help if Companies House actually took action against companies and directors who arnt in compliance.

The policy statement claims their increased fees are to enable them to do just that.

Probably, like the more or less useless Charity Commission, they will investigate following a "risk-based" policy, which basically means more money = more attention. But there are other flags too, like late filings - a very poor proxy for illegal behaviour, imo, but there you go.

I've spent some time looking through a number of company formation agent websites to read up on the services they provide, and it looks like all of them, every single one that I checked, are not providing a legally compliant 'appropriate' registered office address service.

Can you say more about why this is? As far as I understand it, "appropriate" means "someone physically present in business hours to take service of hard copy documents". If this isn't what the existing outfits are offering, I have misunderstood!

 

[Ozzy]

"appropriate" means "someone physically present in business hours to take service of hard copy documents"

It is my understanding that someone is present on site, so when post is received, it arrives to someone present representing and acting on behalf of the company the post is addressed to.

 

[eteb3]

It is my understanding that someone is present on site,

Yup, me too.

so when post is received, it arrives to someone present representing and acting on behalf of the company the post is addressed to.

My read would be that the bolded words are too strong.

Section 86 now reads:

(2) An address is an “appropriate address” if, in the ordinary course of events—

(a) 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​

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

(a) and (b) seem to me to operate independently:

(b) requires that somehow (and how is not defined), someone delivering a document can get acknowledgement of delivery of the document. There's no requirement that this acknowledgement be given by a person acting on behalf of the company. ​

(a) requires that a document delivered at the address would normally reach a person acting on behalf of the company .​

So the address-provider scanning and emailing every document received to their customer's email address would seem to satisfy (a); and for (b) any old bod can sign.

Or does your ring-around suggest they don't have anyone to sign at all?

PS It would seem to satisfy (b) if a machine mechanically ingests an envelope and then prints a thermo-paper copy for the courier (like when depositing a cheque). Business idea for someone?!

 

[japancool]

I'd be interested to hear comments from anyone who does use one of these services, and what your thoughts are on this?

Over and above this, UK Limited companies that do not have any UK residents here who would be the 'person acting on behalf of the company', what the impact for them would be.

One assumes that you could still appoint a UK based accountant and have their offices as your registered address, and that would be sufficient if they forward all the mail to you?

 

[fisicx]

One assumes that you could still appoint a UK based accountant and have their offices as your registered address, and that would be sufficient if they forward all the mail to you?

...and they have a receptionist who can receive the documents and pass the contents on to the appropriate person.

Your average virtual office doesn't do this. There isn't anyone manning the desk so there isn't anyone to receive and/or sign for the documents. I had reason to visit one of these a while back to meet a client and there was a big sign in the foyer saying they weren't responsible for any mail. It got dumped in a big basket and you were supposed to sort through to find anything that had your name on it. The client I met hadn't been there for months and was surprised to find all sort of letters that needed action.

 

[japancool]

...and they have a receptionist who can receive the documents and pass the contents on to the appropriate person.

Your average virtual office doesn't do this. There isn't anyone manning the desk so there isn't anyone to receive and/or sign for the documents. I had reason to visit one of these a while back to meet a client and there was a big sign in the foyer saying they weren't responsible for any mail. It got dumped in a big basket and you were supposed to sort through to find anything that had your name on it. The client I met hadn't been there for months and was surprised to find all sort of letters that needed action.

I was talking about an accountant's office though, not a virtual one. My accountant offered me the use of his office as a registered address if I needed it, and I imagine an accountant will have an appropriate person manning the front desk for post.

 

[fisicx]

I was talking about an accountant's office though, not a virtual one. My accountant offered me the use of his office as a registered address if I needed it, and I imagine an accountant will have an appropriate person manning the front desk for post.

Mine doesn't. He works in a garden office and the post is delivered to the main house. He does have a partner but she lives in the Philipines.

But I do agree than an accountant of solicitor would be an appropriate person the receive the mail. I suspect however they charge a premium for this service.

 

[japancool]

But I do agree than an accountant of solicitor would be an appropriate person the receive the mail. I suspect however they charge a premium for this service.

I think mine was charging about £70 a month. I didn't end up using it in the end, as I was happy to use my home address, and later my office address. But the office was in a serviced office building, and the post was just put into individual mailboxes at the entrance - there was no reception desk, and no one there to receive the post, so that wouldn't actually work now.

I could have left my home address as the registered address, but then I couldn't be home to receive the post as I'd be in the office! I sense a flaw here...

 

[fisicx]

Once upon a time you could use your Bank Manager to receive documents. Not even sure they exist anymore even if you actually have a local branch you can visit.

 

[Daybooks]

One assumes that you could still appoint a UK based accountant and have their offices as your registered address, and that would be sufficient if they forward all the mail to you?

I pay for one and get charged additional postage when it's used - which is fine. HMRC correspondence would come to the business address so isn't an issue. I have no reason to doubt the service given but I might just send a letter to myself at registered address and see how long it takes to get back to me.

 

[Ozzy]

(a) and (b) seem to me to operate independently:
(b) requires that somehow (and how is not defined), someone delivering a document can get acknowledgement of delivery of the document. There's no requirement that this acknowledgement be given by a person acting on behalf of the company. (a) requires that a document delivered at the address would normally reach a person acting on behalf of the company .
So the address-provider scanning and emailing every document received to their customer's email address would seem to satisfy (a); and for (b) any old bod can sign.

On face value this would make sense, but then you see the guidance provided by gov.uk that also, when reading the above already read in conjunction with this;

Examples of services that are not appropriate include:

• Only forwarding Court documents and mail from certain UK government departments to the company
• Not forwarding general business correspondence addressed to the company

Then when you read the terms by which the service providers provide their service you see they pretty much them all market themselves as only forward statutory mail, and the client is required to purchase a mail forwarding addon service for other post (general business correspondence).
Then what happens if the client doesn't pay their bill, doesn't cover mail forwarding charges, is the 'appropriate person' on site is no longer appropriate?
What about if the 'registered address' is purchased, but the upgrade to the 'mail forwarding' isn't purchased?

Not insurmountable, but I feel a change in how these services are marketed and sold needs to be considered.

 

[Daybooks]

On face value this would make sense, but then you see the guidance provided by gov.uk that also, when reading the above already read in conjunction with this;

Then when you read the terms by which the service providers provide their service you see they pretty much them all market themselves as only forward statutory mail, and the client is required to purchase a mail forwarding addon service for other post (general business correspondence).
Then what happens if the client doesn't pay their bill, doesn't cover mail forwarding charges, is the 'appropriate person' on site is no longer appropriate?
What about if the 'registered address' is purchased, but the upgrade to the 'mail forwarding' isn't purchased?

Not insurmountable, but I feel a change in how these services are marketed and sold needs to be considered.

Mine only provide address with post-forwarding - which is logical. I just found out that mine offers forwarding by email for free. I will still send myself one to test. Might try a one hundred page two sided document with staples - see how they cope with that.

 

[eteb3]

On face value this would make sense, but then you see the guidance provided by gov.uk

I think the two are consistent. "A document" in the primary legislation must mean "any document", so the bare-bones services you mention wouldn't qualify - as the guidance says. (I do find guidance on GOV.UK not infrequently mistates the law, or generalises inappropriately. But not the case here imo.)

Then what happens if [a] the client doesn't pay their bill, doesn't cover mail forwarding charges, is the 'appropriate person' on site is no longer appropriate?
What about if [b.] the 'registered address' is purchased, but the upgrade to the 'mail forwarding' isn't purchased?

[a] If customer hasn't paid their bill I would agree: the address ceases to be an appropriate address because "in the normal course of events" a document delivered there would no longer be "expected to come to the attention of a person acting on behalf of the company". (I still say the address is appropriate if a courier can get acknowledgement of delivery without a person present: it's the address that has to be appropriate, not any person found there.)

[b.] In that case it would seem the address is not an appropriate address.

I feel a change in how these services are marketed and sold needs to be considered.

Yes - it does sound like a lot of people are now being sold a pup. Do you think maybe these outfits have business processes they can't update quickly enough for the new legislation, so they're hoping no one will notice while they scramble to market something that actually does the job?

 

[Daybooks]

I think the two are consistent. "A document" in the primary legislation must mean "any document", so the bare-bones services you mention wouldn't qualify - as the guidance says. (I do find guidance on GOV.UK not infrequently mistates the law, or generalises inappropriately. But not the case here imo.)


[a] If customer hasn't paid their bill I would agree: the address ceases to be an appropriate address because "in the normal course of events" a document delivered there would no longer be "expected to come to the attention of a person acting on behalf of the company". (I still say the address is appropriate if a courier can get acknowledgement of delivery without a person present: it's the address that has to be appropriate, not any person found there.)

[b.] In that case it would seem the address is not an appropriate address.


Yes - it does sound like a lot of people are now being sold a pup. Do you think maybe these outfits have business processes they can't update quickly enough for the new legislation, so they're hoping no one will notice while they scramble to market something that actually does the job?

If a director purchased the "virtual office" service in the first place then maybe they should revisit their duties as a director more generally.

 

[Newchodge]

I think it is quite simple. If I send a legal letter before action, required before I issue court proceedings, will that letter be seen by the person able to deal with it within a reasonable timeframe - I would suggest 24 hours. If I then issue court proceedings, will that legal claim form be seen by someone able to deal with it within a reasonable timeframe? The 2 are different as the first would be an ordinary letter and the second should be marked as from HMCTS.

Highly overdue change, in my opinion.

 

[Newchodge]

I think mine was charging about £70 a month. I didn't end up using it in the end, as I was happy to use my home address, and later my office address. But the office was in a serviced office building, and the post was just put into individual mailboxes at the entrance - there was no reception desk, and no one there to receive the post, so that wouldn't actually work now.

I could have left my home address as the registered address, but then I couldn't be home to receive the post as I'd be in the office! I sense a flaw here...

So what happened if a 'signed for' letter was to be delivered? Presumable a card would be left and the business would have to attend the sorting office to collect it? Would that be appropriate?

 

[eteb3]

So what happened if a 'signed for' letter was to be delivered? Presumable a card would be left and the business would have to attend the sorting office to collect it? Would that be appropriate?

The document (the letter) hasn't yet been "delivered there" (ie, at the registered address), and so the question can't yet be determined on that basis.

I'd say a home address isn't appropriate if usually no one is in, because "in the ordinary course of events" acknowledgement of delivery can't be obtained.

 

[japancool]

So what happened if a 'signed for' letter was to be delivered? Presumable a card would be left and the business would have to attend the sorting office to collect it? Would that be appropriate?

It never happened to us, but in the office, the postie could ring the intercom to talk to the company.

At least, they could when it worked.

 

[Ozzy]

Reading the 2024-2025 Companies House business plan which was published on the 12th August (yeah I'm a bit slow getting to read it) I found this objective interesting as part of their work to achieve their first strategic goal for the coming 6-12 months;

"We’ll develop processes that enable the suppression of personal information from the register, including suppression of the company’s registered office address, if it is a person’s residential address."

This implies the only reason someone would use a registered office address service provider would be if they are overseas, as their registered address would be suppressed on the public record next year anyway if it is the same as their home address.

[edit] Forgot to post the link to it, which is here.

 

[eteb3]

Interesting, though I’m not sure how helpful it is to privacy given the regulations on where the registered address has to be disclosed: more or less every document a company produces, and all its websites.

I guess for personal service companies it will help a bit.

 

[Ozzy]

given the regulations on where the registered address has to be disclosed: more or less every document a company produces, and all its websites.

Indeed, although if the 'website' can be avoided by an adjustment to the legislation to fall in line, then everything comes into view once trade commences with said company, and by that time, disclosure of address should not be unreasonably withheld anyway for a trusting trade relationship.

That's the only way I can see the protection and privacy being more effective, for the purposes of what this is being introduced for anyway.

 

[eteb3]

Fair, I guess, though I lean pretty heavily to mandatory disclosure: if you want privacy, don’t trade with others and definitely don’t seek the privileges of incorporation.

I could support leaving the registered address off a website as long as the website doesn’t include an invitation to treat - so website is a billboard and not a shop window.

 

[Ozzy]

For the avoidance of doubt, I agree with you @eteb3 that Ltd protection should have a equal cost of disclosure - but that isn't the direction of travel.

 

[Daybooks]

Fair, I guess, though I lean pretty heavily to mandatory disclosure: if you want privacy, don’t trade with others and definitely don’t seek the privileges of incorporation.

I could support leaving the registered address off a website as long as the website doesn’t include an invitation to treat - so website is a billboard and not a shop window.

What do you see as the difference between a billboard and an invitation to treat?
Easier said than done but on occasions I've avoided buying stuff on a website simply because I cannot identify who they are. Perhaps it's still caveat emptor until disclosure is mandatory and enforced.

 

[eteb3]

difference between a billboard and an invitation to treat?

Yeah I’m no parliamentary draftsman, and def not easy to define. if it’s offering products for sale, I’d want the company address there for sure.
If it’s a consultant saying “get in touch for more info on my services” then it might be tolerable without.

until disclosure is mandatory and enforced.

Yup, as always the first half of that is useless without the second

 

[julia1]

There is someone always present to receive mail at my current registered office address. I have visited it many times to verify. This is the fastest way to reach me, as they scan it quickly, so I receive letters no matter where I am.

This registered office address is the address I have as 'correspondence address' everywhere on HMRC and Companies House, including Payroll.

However, they keep sending loads of letters to my home address every couple of weeks and not the correspondense address! The correspondense address is getting paid for their service by me, but receiving nothing at all.

It's very frustrating, as I'm living with my parents, but travelling a lot a few months a year, with no fixed address when travelling. This is a problem, as HMRC/ Companies House are spamming my parents with letters, and not only are my parents too busy to forward me all the letters within 24 hours, being busy saving people's lives on the NHS, but it also feels like a privacy invasion for them to open them, photograph and forward them all to me.

It honestly makes me feel a little violated and let down by Companies House/ HMRC, it just feels disrespectful of my mailing preferences. It feels like they are trying to control whether UK business owners travel or not, ensuring we stay home all the time (otherwise you won't receive ALL mail within 24 hours?), given all the articles about how unhappy they are with the UK taxpayers travelling and spending some of our money abroad.

If this is the case, it then feels like a covert human rights violation - they can't tell us directly not to travel, so they ensure indirectly that we don't want to travel to protect our privacy and to receive letters on time, unless I'm missing something?

I'm sure that's not their intention, but that's the effect it's having. I just don't think they thought this through, unless I'm missing something?

 

[Ozzy]

If this is the case, it then feels like a covert human rights violation

No it is not. HMRC and Companies House will almost always write to a director at their home address, that is just the way it is.
The 'correspondence address' you mention is just for everyone else and displayed on the public record, like if I wanted to write to you at your company for example.

Companies House, and often HMRC, will almost always write to your home address in your capacity as a director.

 

[Paul Kelly ICHYB]

@julia1 First, there is no reason you should be getting official correspondance to your personal address every couple weeks un;ess there is an issue.

Does your registered office serve as your directors service address? With this, the virtual office will also scan and send your personal business official documents to you.

 

[julia1]

@julia1 First, there is no reason you should be getting official correspondance to your personal address every couple weeks un;ess there is an issue.

Does your registered office serve as your directors service address? With this, the virtual office will also scan and send your personal business official documents to you.

Thank you for your quick reply, Paul. Yes, it does serve as our Director's Service Address as well. I'm also really surprised, because the letters are non-urgent as well (just informing us of things like 'being allowed to receive the payroll allowance' and things like that), but nothing is coming to the registered office address at all, despite our subscription being definitely active with the regsitered office and having specified this address on Companies House and HMRC as the mailing address (since I can't put this as my residential address anyway, I understand I've done it all correctly). This started happening after we resumed Payroll this year. I'm honestly not sure whether this is correct, i just assumed that this is due to the new changes, where registered office address or director's service address aren't allowed anymore maybe for letters, in practice? Which is quite upsetting if this is the case.

 

[Paul Kelly ICHYB]

What does HMRC have as your correspondence address?

where registered office address or director's service address aren't allowed anymore

Aren't they? I didn't know this! @Ozzy is this correct?

 

[Newchodge]

Companies House and HMRC are completely separate entities and do not share their clients' addresses. So first make sure that you have the correct address for each organisation.

If you have just restarted payroll , who is runnig your payroll?

 

[julia1]

What does HMRC have as your correspondence address?


Aren't they? I didn't know this! @Ozzy is this correct?

I know, yes, I'm a bit taken aback, but just inferring from what I'm seeing that it's not allowed anymore. Yes, the 'correspondence address' is the registered office - we have the registered office address listed everywhere possible, except the 'physical place of business', which obviously has to be your home address, as that's where the work is carried out.

 

[julia1]

Companies House and HMRC are completely separate entities and do not share their clients' addresses. So first make sure that you have the correct address for each organisation.

If you have just restarted payroll , who is runnig your payroll?

we have the same addresses across both channels. we are using our accountant for accounts (and payroll), but it seems the letters are getting sent to the place fo business i.e. home address

 

[Newchodge]

we have the same addresses across both channels. we are using our accountant for accounts (and payroll), but it seems the letters are getting sent to the place fo business i.e. home address

I am a payroll agent.

I have just checked my client's details, which show the client's name and address. I am sure that had to be an address of the client not of any agent, my email as contact details and my name and adress as Online Agent details. This client recently complained that they were receiving HMRC letters, but as it was notification of very overdue payment of PAYE, that seems reasonable. I only receive information that is directly relevant to payroll, such as new tax codes, notice of late filing etc. I cannot tell if the client has the option of a correspondence address.

I would suggest you check your own HMRC payroll account to see if there is a correspondence address and check if your accountant has agent privileges for your account. If they applied for that the company would have been sent a letter to give authorisation for security purposes. You may have missed that letter.

 

[julia1]

Thank you for checking, Cyndy, I really appreciate it. Yes, we do have the registered office address to be the correspondence address and we have forwarded the authorization code we received in the post to grant the accountant his rights (though we didn't list him as our company correspondence address, because we have the registered office address for that), so it sounds like this is the best we'll get now with the post. I was just hoping i'd missed something obvious, that would allow us to receive this correspondence into the regsitered office address as before. Oh well, it was worth a shot. Thank you.

 

[fisicx]

It’s possible that your correspondence address is one deemed unacceptable to HMRC. They have been warning about this for some time. The address needs to be one where a representative of the business can receive correspondence.

 

[elaine@cheapaccounting]

Why not sign up for email alerts .... go paperless. You can do this for many / most things. It'll solve many of the issues.

 

[eteb3]

My understanding is that if you give a place of business to HMRC, that is the address they will use.

I had a similar issue with our charity. We used to carry most of our work out at a community centre nearby, hiring a room. All the admin is done at my home - the closest thing the charity has to its own address, which is a strange idea in a fully-remote organisation.

But HMRC sent correspondence to the community centre as if it was the charity's own premises. It's not, I just truthfully answered the question "Where does the business operate" (or whatever the exact phrase was).

If you've told HMRC the biz operates from your home address, my guess would be that's why you're getting mail there.