New Board Minutes and Shareholders’ Special Resolution Added to Change the Situation of a Company’s Registered Office

A company’s registered office address must always be in the same part of the UK that the company was registered (incorporated). For example, if a company was registered in England and Wales, its registered office address must be in England or Wales.

If a company’s location circumstances change, a company may need to change not only its registered office address but also its situation. To change the situation of the registered office of a company registered in England and Wales to Wales or for a company registered in Wales to England and Wales, a special resolution must be passed under section 88 of the Companies Act 2006 as well as form AD05 filed with Companies House.

We have this month added new templates to enable this procedure, namely:

• template board minutes to propose a special resolution and all the legal formalities involved in changing the situation of a registered office;
• a template shareholders’ special resolution in accordance with section 88 of the Companies Act 2006, proposed as a written resolution. This must be filed with the registrar of companies within 15 days of it being passed; and
• a link to Companies House form AD05. This must be filed to enact the change and amend the register. A new certificate of incorporation will then be issued by Companies House to reflect the change in the company’s new situation.

This is a separate (and different) process to changing a registered office address, for which Companies House form AD01 should be used. It may be that a change of registered office address may need to be considered and filed at the same time if the new situation of the registered office will be inconsistent with the physical location of the registered office address.

Note that the situation of the registered office will not be officially changed until Companies House has received notice of the change, amended the register accordingly and issued a new certificate of incorporation altered to reflect the company’s new registered office address location.

In addition, the company may also require a change to its name ending as it is a breach of company law for an England and Wales company to have a Welsh name ending. A notice of change of name must be filed before form AD05 can be registered with Companies House.

This will be a useful package of templates for company secretaries or administrators needing to change the situation of a company’s registered office.