Muras Matters: Companies House Changes

Directors of limited companies need to be aware of the following changes that have recently been introduced by Companies House:

New rules for registered office addresses

From 4 March 2024, there are new rules for registered office addresses which mean companies must have an ‘appropriate address’ as their registered office at all times. An appropriate address is one where:

  • any documents sent to the registered office should be expected to come to the attention of a person acting on behalf of the company
  • any documents sent to that address can be recorded by an acknowledgement of delivery.

These changes mean that companies will not be able to use a PO Box as a registered office address from 4 March 2024. A third-party agent’s address can still be used if they meet the conditions for an appropriate address.

Any company currently using a PO Box as its registered office address will need to change it with immediate effect. This can be done online, using the company’s authentication code.

Companies that do not have an appropriate registered office address could be struck off the register. When Companies House identify an inappropriate registered office address, they will change it to a default address held at Companies House. The company must then provide an appropriate address, with evidence of a link to that address, within 28 days. If they do not receive this evidence, they will start the process to strike the company off the register.

Registered email address

From 4 March 2024, there is a new requirement for all companies to give a registered email address to Companies House. This email address will not be published on the public register.

From 4 March 2024, new companies will need to give a registered email address when they incorporate. Existing companies will need to give a registered email address when they file their next confirmation statement with a statement date from 5 March 2024. Companies House online services will prompt the company to supply a registered email address when filing its next eligible confirmation statement.

Companies House will use this email address to communicate with you about the company and so it is important to choose an appropriate email address. You can register the same email address for more than one company.

The registered email address can be changed through the new ‘update a registered email address’ service at Companies House.

Companies will have a duty to maintain an appropriate registered email address, in the same way as their registered office address. Any company that does not do this will be committing an offence.

Statement of lawful purpose

When a company is incorporated after 4 March 2024, the subscribers (shareholders) will need to confirm they are forming the company for a lawful purpose.

There is also now a requirement to confirm the company’s intended future activities are lawful on the confirmation statement.

The intention of these new statements is to make it clear that all companies on the register, new and existing, have a duty to operate in a lawful way. Companies House may take action against a company if they receive information that confirms it is not operating lawfully.

Companies House will not accept documents if these statements have not been confirmed.

Existing companies will need to make a lawful purpose statement when they file their next confirmation statement with a statement date from 5 March 2024. Companies House online services will prompt for this to be done when the next eligible confirmation statement is filed.

If you would like more information on how the changes introduced by Companies House affect you, please speak to your usual contact at the firm.

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