Board Minutes – Change to Situation of Company's Registered Office Address

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.

Use these board minutes to propose a change to the situation of the registered office (s.88 CA 2006)

If a company’s circumstances change, it 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 and Form AD05 must be filed with Companies House.

These template board minutes may be used to propose the special resolution and to record the legal formalities involved in changing the situation of a registered office.

When the change takes effect and what Companies House will issue

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.

Do not confuse this with changing the registered office address (AD01)

Changing the situation of the registered office is a separate process to changing a registered office address, for which Companies House Form AD01 should be used.

A change of registered office address may also need to be considered and filed at the same time if the new situation of the registered office would be inconsistent with the physical location of the registered office address.

Check whether a name-ending change is also needed

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.

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