The Registered Office Address (Rectification of Register) Regulations 2024

Part 9Requirement to move registered office from default address

Duty to move registered office from default address within compliance period

20.—(1) This regulation applies to a company that has had the address of its registered office changed to a default address under either—

(a)regulation 7 or 10, or

(b)the 2016 Regulations and has not given a notice under section 87 of the Act before these Regulations come into force.

(2) The company must, before the end of the compliance period, give a notice under section 87 of the Act to change the address of its registered office to a new address.

(3) The “compliance period” is—

(a)in relation to a company whose registered office address has been changed under regulation 7 or 10, the period of 28 days beginning with the day on which the change was made, and

(b)in relation to a company whose registered office address has been changed under the 2016 Regulations, the period of 28 days beginning with the day on which these Regulations come into force,

unless an appeal is brought within that period.

(4) If an appeal is brought within that period, the “compliance period” is whichever of the following ends later—

(a)the period mentioned in paragraph (3), and

(b)the period beginning with the day on which the change is made and ending with—

(i)the end of the period of 7 days beginning with the day on which the appeal is finally determined in the registrar’s favour, or

(ii)the day on which the appeal is withdrawn.

Offence of failure to comply with regulation 20

21.—(1) If a company fails, without reasonable excuse, to comply with regulation 20 an offence is committed by—

(a)the company, and

(b)every officer of the company that is in default(1).

(2) For the purposes of this regulation a shadow director is treated as a director.

(3) A person guilty of an offence under this regulation is liable on summary conviction to 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.

Striking off a company that fails to comply with regulation 20

22.—(1) The registrar may strike a company’s name off the register if the company has failed to comply with regulation 20.

(2) The registrar may not exercise the power in paragraph (1) unless, after that failure—

(a)the registrar has published a notice in the Gazette that, at the end of the period of 2 months beginning with the date of the notice, the name of the company mentioned in the notice will be struck off the register and the company will be dissolved unless, before the end of that period, the company gives a notice in accordance with section 87 of the Act to change the address of its registered office to a new address or an objection is received by the registrar which satisfies the registrar that it is not appropriate to strike the company’s name off the register, and

(b)the period mentioned in paragraph (a) has expired.

(3) If the registrar exercises the power in paragraph (1), the registrar must publish a notice in the Gazette of the company’s name having been struck off the register.

(4) On the publication of the notice in the Gazette the company is dissolved.

(5) However—

(a)the liability (if any) of every director, managing officer and member of the company continues and may be enforced as if the company had not been dissolved, and

(b)nothing in this paragraph affects the power of the court to wind up a company the name of which has been struck off the register.

Restoration of struck-off company

23.—(1) Chapter 3 of Part 31 of the Act applies in relation to a company struck off under regulation 22 as it applies to a company struck off under section 1000 of the Act, subject to the modification in paragraph (2).

(2) Section 1025 of the Act has effect as if after the words “up to date” in subsection (5) there were included “and has delivered to the registrar a notice of change of address under section 87”.