Company’s addresses

With the new legislation effective from October 2009 many new and existing entrepreneurs might be confused as to how many and what kind of addresses their company should maintain. This article explains what addresses a company may use and which ones are legally required.

Registered office address
Every company is required by law to have an address where official correspondence, such as documents from a court, letters from HM Revenue & Customs or from Companies House, can be served. This is a registered office address which must be provided when registering a limited company or an LLP in the UK.

The registered office must be a valid address and recognised by the Post Office. It is not permitted to use a PO Box as the registered office address. All changes to the address must be reported at Companies House immediately.

The registered office address is available for the general public to view on the Companies House website. Companies must also state their registered address on their stationary, invoices, websites and financial documents. The company’s name must also be displayed at its registered office.

For reputational purposes, efficiency in dealing with official correspondence and to protect the privacy of business owners trading from home, companies often use a third party address as their registered office address.

Business address (trading address)
This is the address where the company’s business operations are carried out and where the company’s assets, such as premises and machinery, are located. The business address may or may not be the same as the registered office address and therefore may not be in the public domain.

Many company directors trading from home choose a third party address for their business use and mail forwarding in order to protect their privacy or to add prestige to their business.

Directors’ usual residential address
This is the director’s home address and must be provided when registering the company. For companies incorporated after 1 October 2009 this address is not shown on the public record.

Directors’ service address
From 1 October 2009 new rules regarding directors’ addresses came into effect. Directors of companies incorporated after this date are no longer required to disclose their residential address to the public. They can use a service address instead.

The service address must be where documents can be delivered and an acknowledgement or receipt can be provided if required, so it cannot be a PO Box or a DX number. A directors’ service address may be the same as the company’s registered office address, but equally, he or she may choose an altogether different address for this purpose.

The reasons for this change in the law are twofold: firstly to protect against identity theft and secondly in response to a criticism that the current system does not adequately protect directors from harassment.

Directors who are on the register before 1 October 2009 will automatically have their residential address shown as their service address, unless the appropriate form is filed with Companies House notifying a different directors’ service address. However, a directors’ residential address shown on historical documents will remain available to the public. If they believe that having their home addresses publically available will lead to a ‘serious risk’ to themselves or their families, they can apply to have this information made private.

The only time when the residential address can be disclosed after 1 October 2009 is if certain public bodies such as the police, HMRC or credit reference agencies demand it. Also, if correspondence remains unanswered for a specified time, and it becomes apparent that the service address is not a suitable place to serve documents, the enquirer can ask the Registrar of Companies for the residential address to be put on the public register.

Secretary’s service address
The appointment of a company secretary is optional for private companies. However, if appointed, the secretary’s service address (but no longer their residential address) must be provided when registering the appointment. Public companies are required to appoint at least one company secretary.

Single Alternative Inspection Location (SAIL) address
The new Companies Act introduced a new requirement for UK businesses effective from 1 October 2009 that a company’s statutory books (including its register of directors and members) must be kept together and must be made available for inspection, either at its registered office or at a Single Alternative Inspection Location (SAIL) address.

Notifications made to Companies house before 1 October 2009 that a company’s registers are held at a location other than its registered office are no longer valid and therefore directors or their company secretaries should file a new SAIL address at Companies House. Only one SAIL address is permitted.

Conclusion
The new law provides alternative solutions for company owners and directors who do not wish to disclose their residential and business addresses to the public. They can enjoy a wider choice and select a combination of addresses which best suits them and their business.

New articles of association

The new form of articles of association for private companies limited by shares was introduced on 1 October 2009 as a key change in company law. Directors and shareholders of companies formed after that date will be able to take advantage of the simplified procedures for running their business as set out in the new Model Articles.

There is no legal requirement for a company established before 1 October 2009 to change its articles, but its existing articles of association are unlikely to incorporate the new procedures. Consequently, directors and shareholders may be uncertain about the extent of their powers and thus increase the risk of a potential breach of the new legislation. We therefore recommend that you amend your company’s articles to be able to take advantage of the recent changes to company law.

For a special price of £75 plus VAT, we will help you adopt the Model Articles for your limited company and enable the company to take advantage of the new provisions of which, we believe, the following will be most relevant to you:

• replace the difficult to understand language of the existing memorandum and articles with user-friendly and easily understood English
• remove any limitation on the type of business the company can undertake
• remove the upper limit on the company’s share capital and allow the directors to issue new shares without permission of the shareholders
• make greater use of electronic communication with shareholders and hold electronic meetings, eg. by telephone, of the directors and of the shareholders
• take advantage of the new provisions in the Companies Act 2006 relating to the pre-authorisation of directors’ conflicts of interest.

To take advantage of this limited time offer and ensure that your company’s governing documents are up to date, go to new articles of association service page and place your order now.

Single alternative inspection location (SAIL)

From 1 October 2009, the new Companies Act introduces a requirement that a company’s statutory books (including its register of directors and members) must be kept either at its registered office or at a Single Alternative Inspection Location (SAIL) address, which must be located in the UK (Scottish companies will need a SAIL address in Scotland and similarly Northern Irish companies in Northern Ireland). A company’s registers must be made available for inspection at the SAIL.

Notifications made to Companies House before 1 October 2009 that a Company’s Registers are held at a location other than the Registered Office are no longer valid. With effect from 1 October 2009 all such records at Companies House have been amended and will show that the Company’s Registers are held at the Registered Office.

Hence, if your company’s registers are not maintained at the Registered Office, for example, your company secretarial function is outsourced to an external supplier or you use external share registrars to manage your Company’s Register of Shareholders, you will need to notify Companies House of your Company’s SAIL address as soon as possible after 1 October 2009.

Only one SAIL address is permitted, which means a company must ensure that all its registers are kept together, either at its registered office or at the SAIL and must not be split between the two.

London Registrars is able to provide its central London address as a SAIL for public and private companies alongside registered office address and directors’ service address for all types of companies. Please go to our single alternative inspection location page for more details.