On 4th March 2024, Companies House brought in a new requirement for companies to provide an appropriate registered e-mail address. In addition, the registrar of companies introduced new rules for registered office addresses and a statement of lawful purpose requirement. In this article, we will explain what is meant by a registered office address for a UK company, the new rules for registered office addresses, how to provide the information required to Companies House, and the implications of the new statement of lawful purpose requirement.
What is the company registered e-mail address requirement
The new requirement announced by Companies House states that all companies must provide an appropriate registered e-mail address. The e-mail address will not be placed on the public register.
From 4th March 2024, all new companies will need to provide a registered e-mail address when applying for incorporation. From 5th March 2024, existing companies will be asked to provide a registered e-mail address when they next complete and file a confirmation statement online. The online filing system will automatically prompt the individual filing the confirmation statement to provide an appropriate e-mail address.
This new requirement was introduced as part of the Economic Crime and Corporate Transparency Act 2023, which gained Royal Assent on 26th October 2023.
Section 88a of the Companies Act 2006 now sets out the duty of registered companies to maintain a registered e-mail address as follows:
“(1)A company must ensure that its registered e-mail address is at all times an appropriate e-mail address.
The Act also confirms that if a company fails, without reasonable excuse, to comply with the new requirement, an offence is committed by:
“(a)the company, and
(b)every officer of the company who is in default.
It also states that “A person guilty of an offence under this section is liable on summary conviction—
(a)in England and Wales, to a fine;
(b)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.”.
What is an appropriate registered company e-mail address?
According to Section 88a of the Companies Act 2006, an ‘appropriate e-mail address’ is one that “in the ordinary course of events, e-mails sent to it by the registrar would be expected to come to the attention of a person acting on behalf of the company”. In other words, you will need to provide an e-mail address for an e-mail account that you know will be regularly checked by a director, company secretary, or LLP member who is responsible for taking any action required by Companies House.
Why does Companies House need a registered e-mail address?
More and more official business communication now takes place through e-mail, and contact with Companies House is no exception. Companies House say that they will use the registered e-mail addresses provided to communicate with companies directly regarding registration and filing matters. This may include:
- News on company compliance matters and requirements
- Filing reminders (e.g. for a confirmation statement)
- Late filing penalty notices
How do I provide a registered e-mail address for an existing company?
If you file your confirmation statements online, you will be automatically prompted to provide a registered e-mail address. If you use paper confirmation statements, you will need to complete and post the new version of Form CS01 and also CS01 Part 5: registered e-mail address. Remember, the part 5 form should only be used if your company was incorporated on registration of an application which was delivered to the registrar before 4th March 2024 and you are filing the first confirmation statement with a confirmation date after 4th March 2024. The guidance says that you can also use this form if your company was dissolved before 4th March 2024 and you are delivering a confirmation statement as part of an application for restoration.
Can I change my company’s registered e-mail address?
Yes, just as Companies House are hot on ensuring that companies keep their company information, such as addresses, up to date on the public register, the same goes for registered e-mail addresses. Indeed, companies have a legal duty to maintain their registered e-mail address in the same way as their registered office address. Failure to do so may be committing an offence.
Registered e-mail addresses can be changed through the new Companies House ‘Update a registered e-mail address’ service online. This service should not be used if providing a registered e-mail address for the first time; this will be done when filing your next confirmation statement. The process of changing a registered e-mail address is as follows:
- Go to https://find-and-update.company-information.service.gov.uk/registered-email-address
- Sign in to or create a Companies House account for your company
- Enter your company number
- Enter your company authentication code
- Enter your new registered e-mail address
The process of changing a registered e-mail is quick and can normally be completed in just a couple of minutes.
Can I register the same e-mail address for more than one company?
Yes, according to Companies House, you can use a single registered e-mail address for multiple companies.
What are the new rules for company registered office addresses?
Under the latest set of rule changes from Companies House, companies are also required to comply with new rules for registered office addresses from 4th March 2024. Specifically, companies are legally required to maintain an appropriate registered office address with Companies House. An ‘appropriate office address’ is one where documents sent to that address will come to the attention of a person acting on behalf of the company and can be recorded by an acknowledgement of delivery. As such, the address must be a) a physical address in the UK and b) in the same country your company is registered in. For example, a company that is registered in Scotland must have a registered office address in Scotland.
This change means that companies will no longer be able to use PO box numbers because an individual must be available to receive and acknowledge the delivery of documents sent by Companies House. You can still, however, use the address of a third-party agent such as Uniwide Formations as long as the requirement for an appropriate address has been met.
How can I change my company’s registered office address?
Companies House requires existing companies to change their registered office address (if necessary) by 4th March 2024 using their ‘Tell Companies House about changes to your limited company’ online service. To make the necessary changes to your company address, you will need to log in to the online service using your registered e-mail address and password and enter the authentication code provided by Companies House. If you have not previously logged into the service, you can register for a new account online.
It is important to ensure that your office address is updated as soon as possible. According to Companies House, companies that have not provided an appropriate registered office address could be struck off the register of companies in the UK. Companies House also says that if they find an inappropriate registered office address (e.g., a PO box number), they will automatically change it to the default address they hold. The company must then provide an appropriate address, with evidence of a link to that address, within 28 days. If this has not been received within 28 days, they may commence proceedings to strike the company off the register.
New statement of lawful purpose requirement
Another change introduced by Companies House requires shareholders of companies being incorporated from 4th March 2024 to confirm that they are forming the company for a lawful purpose. In addition, when filing a confirmation statement, a confirmation that the company’s intended future activities will be lawful must also be provided. Existing companies will need to make a lawful purpose statement when filing their confirmation statement from 5th March 2024. The Companies House online system will automatically prompt you regarding lawful operation when you file your confirmation statement.
According to Companies House, the purpose of these changes is to ensure that those operating new and existing companies in the UK are aware of their obligation to operate in a lawful manner. As they state, they will “take action against your company if we receive information that confirms you’re not operating lawfully…These measures will all contribute towards meeting the new registrars’ objectives, and we’ll make all our decisions based on these objectives”.
Final words
The new changes relating to registered company e-mail and physical office addresses should not pose a challenge to company owners in the UK. The key is to ensure that you remember to update your e-mail or physical office address if it changes in the future, as failure to do so may result in the company being struck off. It is also important to ensure that you check your company’s registered e-mail address at least daily, e-mails are filed carefully, and any action needed is taken. Also, remember to ensure that any e-mails from Companies House do not go into the spam folder.
