Part 1: Companies House Reform General offences and enforcement Section 105: Registered office: rectification of register
This section amends section 1097A of the Companies Act 2006 (rectification of register relating to a company’s registered office). This section contains a regulation-making power which allows the secondary legislation to be made permitting the Registrar to change a company’s registered office on application. Section 105(2) amends subsection (1) of section 1097A to expand the regulation-making power, allowing provision to be made which permits the Registrar to change the address of a company’s registered office, both on application and on her own motion, if not satisfied that it is an appropriate address within the meaning of new section 86(2).
	Section 105(4) makes a number of changes to subsection (3) of section 1097A, which sets out what may be provided for in regulations made under the new subsection (1).
	A new paragraph (ba) is inserted after section 1097A(3)(b). The new paragraph provides that the Registrar may require the company or an applicant to provide information for the purposes of the Registrar making a decision about anything under the regulations.
	Paragraph (c) of section 1097A(3) is amended to provide that the words "and of its outcome" are substituted by "or that the Registrar is considering the exercise of powers under the regulations".
	A new paragraph (ca) is inserted into section 1097A(3) to provide that regulations made under section 1097A (1) may include "the notice to be given of any decision under the regulations".
	Section 1097A(3)(e) is substituted. This new paragraph sets out that regulations may provide for how the Registrar is to determine whether a company’s registered office is at an appropriate address within the meaning of new section 86(2), including in particular the evidence, or descriptions of evidence, which the Registrar may rely on without making further enquiries, to be satisfied that an address is an appropriate address.
	Paragraph (f) of section 1097A(3) is substituted to set out that the regulations made under new section (1) may include provision for the referral by the Registrar of any question for determination by the court.
	Paragraph (h) of section 1097A(3) is amended to provide that, where the Registrar nominates a default address to be the company’s registered office, the default address need not be an appropriate address within the meaning of new section 86(2).
	A new paragraph (ha) is inserted after paragraph (h) and provides that regulations may include the period of time for which a company is permitted to have its address at a default address.
	Finally, section 1097A(3)(i) is substituted. The new paragraph (i) now sets out that regulations may specify when the change of address takes effect, and the consequences of registration of the change, including provision similar to section 87(2) of the Companies Act 2006, which sets out that documents may continue to be served to a previously registered address for a period of up to 14 days after the change of address has taken effect.
	Section 105(5) removes subsection (4) from section 1097A. Section 105(6) inserts a new subsection (4A) into section 1097A. New subsection (4A) sets out that provision made by virtue of new subsection (3)(ha) may include provision to create summary offences punishable with a fine (paragraph (a)); provision for the Registrar to strike a company’s name off the register if the company does not change its address from the default address (paragraph (b)(i)); and provision for the restoration of a company, in prescribed circumstances, on application made to the Registrar or as a result of a court order.
	Section 105(6) also inserts a new subsection (4B) into section 1097A. This provides that the provision that may be made by virtue of subsection (4A) includes provision applying, or writing out, with or without modifications, any provision made by section 1000 or Chapter 3 of Part 31 of the Companies Act 2006. The effect of this would be that any strike off of a company’s name under new subsection (4A)(b)(i) would be consistent (aside from any necessary modifications) with strike-off in other circumstances. Finally, section 105(6) inserts new subsection (4C) which provides that section 1097A regulations may confer discretion on the Registrar.
	Section 105(7) substitutes subsection (6) of section 1097A. The new subsection (6) sets out that provisions made by regulations under new section 1097A(1) must include a right of appeal to the court against any decision to change the address of a company’s registered office.
	New subsection (6A) is inserted into section 1097A and sets out that if regulations enable a person to apply for a company’s registered office to be changed, they must also include a right for the applicant to appeal to the court if the application is refused.