Section 28

The Companies Act 2006 is amended as follows. In section 9 (registration documents), in subsection (5)(a), at the end insert “, which must be an appropriate address within the meaning given by section 86(2)”. For section 86 substitute— A company must ensure that its registered office is at all times at an appropriate address. 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. If a company fails, without reasonable excuse, to comply with this section an offence is committed by— the company, and every officer of the company who is in default. A person guilty of an offence under this section is liable on summary conviction— in England and Wales, to a fine; in Scotland or Northern Ireland, to a fine not exceeding level 5 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 5 on the standard scale. Subsection (1) does not apply in relation to a company during any period for which the address of its registered office is a default address nominated by virtue of section 1097A(3)(h). In section 87 (change of address of registered office), after subsection (1) insert— The notice must include a statement that the new address is an appropriate address within the meaning given by section 86(2). In section 853B (duties to notify a relevant event), omit paragraph (a). After section 853C insert— This section applies where— a company makes a confirmation statement, the company’s registered office is not at an appropriate address within the meaning given by section 86(2), and the company has not given a notice under section 87 (change of registered office) that is awaiting registration by the registrar. The company must deliver a notice under section 87 at the same time as it delivers the confirmation statement.

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Source: legislation.gov.uk · retrieved 2026-09-04