Part 1: Companies House Reform Registered offices Section 28: Registered office: appropriate addresses
This section amends the Companies Act 2006 to introduce a requirement for a company’s registered office to be at an ‘appropriate address’. Subsection (2) inserts at the end of section 9(5)(a) of the Companies Act 2006, the words "which must be at an appropriate address within the meaning given by section 86(2)".
	Section 28(3) substitutes section 86 of the Companies Act 2006. The new section 86 sets out that at all times a company must ensure that its registered office is at an appropriate address (subsection (1)). An "appropriate address" means an address where, 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 is capable of being recorded by the obtaining of an acknowledgement of delivery (subsection (2)).
	Subsection (3) of the new section 86 sets out that it is an offence if a company fails, without reasonable excuse, to comply with the requirement to have its registered office at an appropriate address. An offence is committed by (a) the company and (b) every officer of the company who is in default. Subsection (4) of the new section 86 sets out that if a person is guilty of an offence under this section, the penalty (on summary conviction) will be: (a) in England and Wales, a fine; (b) in Scotland or Northern Ireland a fine not exceeding level 5 on the daily scale, and, where there is a continued contravention, a daily default fine not exceeding one-tenth of level 5 on the standard scale.
	Subsection (5) of the new section 86 provides that subsection (1) does not apply when the company’s registered office address is the default address nominated by virtue of section 1097A(3)(b).
	Section 28(4) amends section 87 of the Companies Act 2006 (change of registered office address) to insert that there is a new requirement, when notifying the Registrar of a change of address, to make a statement that the new address is an appropriate address within the meaning of new section 86(2).
	Section 28(5) and (6) make changes to section 853 of the Companies Act 2006. Section 29(5) removes paragraph (a) from section 853B (duties to notify a relevant event). Paragraph (a) sets out the requirement to give notice to the Registrar of a change in registered office address.
	Section 28(6) inserts a new section 853CA (Duty to notify a change in registered office) after section 853C of the Companies Act 2006. The new section applies where a company makes a confirmation statement, and at the time of making the statement, the registered office is not at an appropriate address as defined by new section 86(2) (subsection (1)). Subsection (2) sets out that where this is the case, the company must deliver a notice under section 87 of the Companies Act 2006 (change of registered office) at the same time as it delivers the confirmation statement.