During your dealings with HMRC or Companies House, you may have seen the term ‘principal place of business’ (also referred to as PPOB). In this article, we will explain the following:
- What is meant by a principal place of business
- When you may be asked to provide this type of address
- The rules you will need to adhere to when providing a PPOB, and
- The implications for your company
What is a principal place of business?
A principal place of business (PPOB) is simply a location where official correspondence should be sent. It is also the main place from which your business trades. You are most likely to be asked to provide a principal place of business when:
- Registering a limited partnership with Companies House, or
- Registering for VAT with HMRC, or
- Registering an overseas entity in the UK
1) Registering a limited partnership with Companies House
You will be asked to provide several items of information when:
- Registering a limited partnership (LP) with Companies House
- Applying for designation as a private fund limited partnership or when
- Submitting details to Companies House for a Scottish limited partnership relating to an “other registrable person” (ORP)
The Limited Partnerships Act 1907
Section 8A of the Limited Partnerships Act 1907 states that an application for the registration of a limited partnership must provide details on the following:
- the general nature of the partnership business
- the name of each general partner
- the name of each limited partner
- the amount of the capital contribution of each limited partner (and whether the contribution is paid in cash or in another specified form)
- the address of the proposed principal place of business of the limited partnership, and
- the term (if any) for which the limited partnership is to be entered into (beginning with the date of registration).
The principal place of business is where Companies House and HMRC will deliver official correspondence to the partnership.
Section 9 of the Limited Partnerships Act 1907 explains that changes to the principal place of business must be notified to Companies House within seven days of the change. As the act states, “If during the continuance of a limited partnership any change is made or occurs as mentioned in subsection (1A), a statement, signed by the firm, specifying the nature of the change must within seven days be sent by post or delivered to the registrar”.
Rules for limited partnership principal place of business
The rules for registering a limited partnership principal place of business state that it must be:
- A physical address
- Your main place of business, and
- In the same country in which your limited partnership is registered, i.e.:
- Limited partnerships registered in England & Wales must have a PPOB located in England or Wales
- Limited partnerships registered in Scotland must have a PPOB located in Scotland, and
- Limited partnerships registered in Northern Ireland must have an address in Northern Ireland
The rules also state that it is possible to utilise a PO Box for your PPOB. In this case, you will also need to provide a physical address and postcode after the PO Box number.
It is also possible to use your home address as a PPOB, but it is important to bear in mind that this will be made a matter of public record. Hence, if you want to keep your personal address private, it is advisable to use an alternative address.
2) Registering for VAT with HMRC
You will also be asked to provide a principal place of business (i.e. your registered address) when registering with HMRC for VAT. This is the address where any HMRC correspondence relating to your VAT will be sent to. Your PPOB is normally where:
- Orders are received and dealt with, and
- The day-to-day running of your business takes place.
If your business is unincorporated (e.g. you are a sole trader), your principal place of business will be your main business trading address.
You should always make sure that a person who is responsible for your VAT is available at your PPOB in the event of an inspection visit by HRMC. This may include your financial director or officer, company secretary, or a company director. As HMRC explains, “You should ensure that someone responsible for your VAT affairs can be available at the address. If that person is an employee, you should give them written authority to act on your behalf”. If an HRMC VAT officer visits your PPOB, they will examine your business records, methods and premises.
What if I don’t have a PPOB?
Your accounts and VAT records should be kept at the principal place of business, ready for inspection by HMRC. These may also be held at your:
- Accountant’s address
- Private address
- Registered office
As HMRC states, none of these can be treated as your PPOB, however, except where is difficulty exercising control. This may be the case if you don’t have a fixed PPOB because of the nature of the business. If so, you can use an alternative address as your PPOB.
Will my PPOB be placed on public record by HMRC?
No, unlike Companies House, HMRC will not place your PPOB on public record.
3) Registering an overseas company in the UK with Companies House
Finally, a principal place of business may be required when registering an overseas business in the UK. This will typically be required, for example, when an overseas business establishes a physical presence in the UK. In this situation, the registration process must be completed within one month of the opening of the new premises.
To register the physical presence of an overseas company in the UK, you will need to complete and submit form OS IN01. Section C2 of form OS IN01 requires that all constitutional documents be submitted to Companies House, including the:
- Address of principal place of business or registered office in the home country of incorporation of the parent company
- Objects of the Company
- Amount of issued share capital
Once form OS IN01 has been processed by Companies House, the principal place of business or registered office will be placed on public record.
Explaining The Companies House Register of Overseas Entities
What if our PPOB changes?
If the PPOB changes, this must be notified to Companies House within 21 days. This is done by completing and submitting form OS CH02 “Notice by an overseas company of a change of company details, or of details not previously delivered”.
Is the principal place of business and trading address the same?
The principal place of business and trading address may be the same, depending on the context. In the context of HMRC and VAT, the principal place of business and trading address can be the same. This is because both refer to the day-to-day place from which the business runs.
In the context of limited partnerships and the registering of overseas companies with a UK physical presence, there is a difference. Here, the principal place of business refers to the main head office or main correspondence address. The trading address, on the other hand, refers to where the business is run from.
In summary
- A principal place of business is normally only required when:
- Registering for VAT
- Registering a limited partnership, or
- Registering an overseas company with a physical presence in the UK
- For the purposes of VAT, your PPOB is:
- where your business carries out its main activities and
- where VAT-related correspondence will be sent
- For the purposes of registering a limited partnership in the UK, your PPOB must be:
- your main place of business
- a physical address
- in the same country in which the partnership is registered
- where you wish to receive official correspondence from Companies House
- For the purposes of registering the physical presence of an overseas company, your PPOB must be:
- rovided on form OS IN01 “Register a UK establishment of an overseas company’s physical address.”
- The company’s registered office in the country in which it is incorporated.
Using Uniwide Formations’ principal place of business service
When registering your limited partnership based in England and Wales, you can utilise our service address as your principal place of business or registered address. Please note this cannot be used for the purposes of HMRC VAT registration. If using our service address, this will be placed on public record as your limited partnership principal place of business or registered address. Any official correspondence received at our service address on your behalf will be processed and sent to you within the same working day.
Uniwide Formations is a leading specialist in all aspects of UK company formation and incorporation. We can handle all aspects of the registration process with Companies House. Our team can answer any questions relating to your principal place of business or registered address and how you can use our service address for this purpose.
