England Vs Scotland And Your Company

Here’s a little tip that not many English people are aware of, never mind foreigners:

Scottish law is different to English law. 

That’s right, Scotland is a different country in small, but significant, legal ways.

It’s not something that John Smith of Bermondsey needs to worry about. Or Pawel Nowak of Bemowo. Until he buys property there!

While The Companies Act 2006 governs all registered companies, UK companies are affected by the different regulations and laws of the jurisdiction in which they are registered.

It helps to think of it this way: If you register a company in Scotland you are in the UK (The United Kingdom Of Great Britain & Northern Ireland) but you are outside England & Wales (a separate, combined territory).

This peculiarity arose because, historically, Scotland was a separate country. In 1707 the English and Scottish parliaments passed the Acts of Union, which led to the creation of the United Kingdom of Great Britain on 1 May of that year. This UK Parliament met for the first time in October 1707.

What does this mean for the small businessman?

– Any company registered in one UK country has the same status as one registered in any other;

– The Registered Office cannot be moved from Scotland to England, or vice-versa;

– Scottish companies are registered in Edinburgh;

– Scottish company registration numbers begin with SC (English ones are solely numerical);

– A company name registered in Scotland will not be available in England and Wales, or vice-versa.

So, not much difference, really, in practical terms, for a startup.

However, tax, property, criminal, divorce and employment law and other rules can be peculiar to each jurisdiction.

Should you decide to register a company in a different jurisdiction to where you reside, make sure know what the corporate, and thus, personal consequences will be before proceeding.

In Scots corporate or contract law, the meanings and import of the following words differ to English law:

– ‘Deeds’;
– ‘Consideration’;
– ‘Joint and several’;
– ‘Representations’;
– ‘Undertakings’;
– ‘Full title guarantee’;
– ‘Warrants’;
– ‘Assignations’.

This is the sort of thing that doesn’t matter, until you have a contract or court case in which they crop up.

The main danger areas for the small businessman are: Family law, with regard to divorce, property law, with regard to purchase of same, and contract law.

You may get affected if you 1. get really big and then 2. have a court case.

Someone relying on their knowledge of English law with regard to marriage and property purchase in Scotland can run into trouble later, if they run into trouble later, to coin a phrase.

Therefore, one should not register a company in Scotland on a whim. There has to be a good reason. Being Scottish is one, or to obtain a toehold in Scotland.

At the time of writing, Britain is being convulsed by ‘Brexit’, the mechanism by which the UK will be severed from the EU. It also recently had a referendum on the secession of Scotland from the UK.

Now, the referendum went in the UK’s favour and Scotland will not be allowed to remain in the EU unilaterally.

The EU’s unofficial motto is ‘Ever closer union, ever greater enlargement’. As recent events in Spain have shown, it is decidedly against separatism.

Therefore, the only immediate benefit of being based in Scotland for a non-Scot is:

– To take advantage of local politics re: public projects;
– Local resources.

However, the trend in European politics currently is towards separatism. Many residents are not happy that their nations are being wiped out by creeping bureaucracy. They are upset that mass immigration is changing the character of their countries and degrading public services. Their wages have not kept pace with inflation, due to foreign competition.

Opportunist (or patriotic) politicians may sense an opportunity and where that happens, the smart businessman follows.  

People With Significant Control Register

On 6 April 2016 the law changed requiring all UK companies to keep a PSC register and from 30 June 2016 companies had to start filing PSC information via their Confirmation Statements. 

From Gov.Uk:

“The People with Significant Control (PSC) register includes information about the individuals who own or control companies including their name, month and year of birth, nationality, and details of their interest in the company.

From 30 June 2016, UK companies (except listed companies) and limited liability partnerships (LLPs) need to declare this information when issuing their annual confirmation statement to Companies House.

A person of significant control is someone that holds more than 25% of shares or voting rights in a company, has the right to appoint or remove the majority of the board of directors or otherwise exercises significant influence or control. PSC are popularly referred to in the press as the “beneficial owners” of a company.

This information will form a central public register of people with significant control, which is free to access.”

You now need to start keeping a register of your people with significant control (PSC) of your company.

Let us do it all for you free of charge.

New Special Offer: The first 50 customers who also buy our Confirmation Statement Service will get this essential add-on free. (Normal fee: £13.50 +VAT.)

Closing date: 5pm Monday 4 Dec. 2017.

Interested? Just buy the Confirmation Statement Service from your account control panel: https://www.registeredaddress.co.uk/login

Our accounting team will be in touch with you shortly thereafter.

Access Your Companies House Listing

The Companies House online interface is here:

https://ewf.companieshouse.gov.uk/

Click [Register] and then later, [Sign In]

(At the time of writing, these web links are tiny and not obvious at all.)

You can get access to your company’s listing, if you have the authentication code that is now typically created with a company formation. Otherwise, the code can be posted to your current registered office.

The authentication code is a string of 6 alphanumeric characters which the company formation agent sends to Companies House when they form your company. This code can then be used to get access to your company’s listing at Companies House, to make alteration to it or submit annual Confirmation Statements.

It’s actually simpler than it looks.

1. You have to setup up an account on the Companies House website like you would with any regular internet forum.
2. They email you a security code to validate your email address.
3. Then you log back in with the security code.
4. Then you request an authentication code, if you don’t have one. It will be posted to the company’s Registered Office.
5. After that, you use the authentication code to ‘claim’ your company.
6. Then you administer your company online at Companies House website

It’s surprisingly simple in practice, so don’t be intimidated.

Companies House appears to operate on the basis that most people it deals with are honest and just want to do boring company accounting procedures.

The back-check that they have the authority to do is the authentication code, which can only be accessed by 1. the person or company that created the company and thus initially submitted the code to Companies House or 2. whoever has access the the company’s registered office and thus can access the letter Companies House sends when someone requests the code.

We assume that making the process more secure would complicate matters and make more unnecessary work for honest company owners. Sometimes, deadlines loom or people are off sick, companies are moving office and the job just needs to get done!

What Does A Company Secretarial Service Provider DO?

One of the more bring aspects of business is the bureaucracy. We exist in a society of laws and compliance with these takes time and money.

We will leave aside the arguments for and against ‘light touch’ regulation and rather mention things a company secretarial service can do for you.

In practice this can mean two things:

1. That which a Company Secretary does for your company: help it comply with it legal obligations.
2. That which a normal secretary can do for your company: composing letters, sending invoices, arranging meetings, etc.

The boss traditionally hires a secretary because he needs someone to take a load of boring and unprofitable work off his back; basically, the paperwork.

BEWARE: the reason some companies grow fat, stupid and then fail is because the staffing gets out of hand (expensive) and clear, quick, correct decisions can’t be made (disastrous).

However, a dynamic boss who is successful finds he needs an assistant; someone who is a bit of a nerd and makes sure that the big contract which he negotiated so successfully actually gets printed, signed and posted before the deadline. That is not what a Company Secretary does.

Here is a list of that which a Company Secretary does. You may not wish to let your PA or girl-friday do it. It depends on their level of education. It’s not rocket science but it’s not work for a feather-head either.

If your personal secretary forgets to send an invoice at the end of the month, that is easily remedied. If she forgets to see that your annual Confirmation Statement is submitted correctly and on time, that can result in a fine and an error in the permanent, online record or your company’s returns at Companies House; this looks bad to investors.

Company Secretary duties:

– Maintaining the statutory registers of directors, shareholders, trustees, secretaries and related paperwork;
– Company incorporations;
– Maintaining the Registered Office and Director’s Service Address as a venue for receipt of letters from HMRC and Companies House;
– Acting on the contents of said statutory letters;
– Preparing and filing Confirmation Statements;
– Completion and filing of other Companies House forms;
– Preparing resolutions;
– Editing company details at Companies House, online;
– Provision of basic legal or VAT advice;
– Attendance at directors’ and members’ meetings.

This isn’t really work for someone with a GCSE-level education, unless that person is quite bright.

What catches small businesses out is the deadlines; the boss leaves the returns until seven days before the deadline and then realises that he can’t log into the Companies House website because he doesn’t have the requisite Authentication Code.

Read more: New Confirmation Statement Submission Service

Limited Company Vs Self Employed Vs Registering A Brand Name

Before doing anything, you should ask yourself:

– What am I doing?
– Why am I doing it?
– What will be the consequences of doing it?
– What are my ultimate goals in doing it?
– Do I even need to do it?

Small businessmen often get confused. They think they need to do X, when in fact it’s a lot simpler, and they can just do Y, instead.

1. Anyone can start selling, right now.

You don’t need to form a company. You exist as a legal entity and can open a bank account just for your sales. You trade as Jerome Mortimer. You sell stuff, and people pay you. Simple!

For tax purposes , you tell HMRC you are self-employed and then pay taxes on your profits.

2. You can have a trading name, only.

You can get a bank account with this business name: J Mortimer t/a Koala Trousers. Any cheques paid in with just the words ‘Koala Trousers’ as the payee will still be lodged to that account. As far as HMRC are concerned, you are just a self-employed person; you do not need to register your mere trading name.

3. But I don’t want other people to use my trading name!

You go to  the IPO (the Intellectual Property Office) and register a brand name. This makes other  people using ‘Koala Trousers’, in your niche, illegal. You can thus take action if you see that name being used by your competitors.

4. I’m worried about being sued / I don’t like trading just as an individual / I want to look more upmarket.

Ok, now you consider setting up a limited liability company. This creates a legal entity separate from you that can take payments and enter into contacts. If your business kills people, the company gets sued, not you.

It means you get to keep your house when you screw up!

The downside is that the company will have to be maintained. It will have to do annual returns (accounts) to HMRC and Companies House. A learned person can probably do this, for a company with very simple finances, but, usually, an accountant is employed. This is an expense and a chore.

So you need to weigh up the pros and cons of forming a limited company. Tip: eventually, and perhaps very quickly, you’ll work out why you need one; circumstances will demand it!

One other benefit of a limited company is that it can manipulate money in a way a private individual can’t; by tax write-offs, dividends, salaries to staff, directors loans, grants and tax concessions.

As a business gets bigger, these can be very important.

Further reading:

• How To Set Up A Business In The UK
• Going From A Sole Trader To A Limited Company
• Which Services Do I Need?

• Register A Trade Mark
• Register As Self-Employed
• Register A Company With A Virtual Office Address

Sensitive Words In Company Names

Most company names clients choose are acceptable to Companies House. They are acceptable for following reasons:

1. They are unique (they are not the same as, nor very similar to, other names on the register);
2. Using the name is not a criminal offence;
3. They do not suggest a pre-eminent status which is not the case;
4. The are not offensive in themselves i.e. vulgar;
5. They contain no sensitive words for which special permission is needed or a special submission is needed.

The basic rule is: don’t try to be too clever or pretend to be something you’re not!

Let’s talk about no. 5.

There are regular words which you can’t use in a company name. Here are the lists: gov.uk/government/publications/incorporation-and-names

You may not represent that you are a government body, royalty, a bank, insurer or other entity if you do not have the permission of the related government department.  Other words require supporting documentation, which may be just a simple PDF statement.

A company name like ‘The Queen Elizabeth Bank And Insurance Company Ltd’ gives naive people the impression that they are dealing with a substantial government entity.

As well as being a lie, the government will get complaints when such a bogus entity eventually collapses. Also, a government must protect its nation’s ‘brand’ from being contaminated by crooks and incompetents. If foreigners associate a country with corrupt practices, goodbye foreign investment.

A bank or an insurance company name implies that the company is highly regulated and has taken steps to ensure its clients monies are insured against loss. Startups with no capital cannot be let give this impression to naive investors.

So, there are lots of words you can’t use in your company name.

Another type of word you shouldn’t use is less obvious (to the foolish). These are words that imply that you are related to an existing, major private corporation.

For example, a name like ‘Grosvenor Coutts Alliance Ltd’ will get you hit with solicitors letters so fast you’ll be whimpering for mercy not long after you open for business. Big beasts protect their territory. They have, in some cases, spent five generations building up their famous name. They’re not going to let Joe Startup trade on it. Lions swat away warthogs that get too close. They didn’t get to be big by being pushovers.

At any one time, a major corporation will be beating back 100 different lawsuits and litigating 100 more of its own. Your cheeky little startup will be a twenty-minute workout for a junior solicitor.

It is not fun to get solicitors letters. It is even less fun to get court summons. These happen to small businesses more than you think. And for what? So a small businessman can make himself feel a bit bigger by leeching off of someone else’s success.

It’s smart to come up with a unique name: Google, Microsoft, Adidas … these names aren’t related to any existing name or brand. They’re unique. And because they’re unique they can stick in people’s minds much more easily than some bland functional name like ‘Popular Product Solutions Ltd’.

Read more: https://www.registeredaddress.co.uk/blog/register-a-company-name/

FREE Company Formation With Every Registered Office Address

RegisteredAddress.co.uk is pleased to announce a new DIY free company formation with every registered office address purchased:

Click Here.

1. Enter a company name;
2. Tick the address option you want;
3. And proceed!

You can submit your info in 60 seconds. Companies House will reply in under 24 hours.

You get:

– Incorporation Certificate;
– Share Certificate;
– Memorandum Of Association;
– Articles of Association;
– Registered office address for your statutory mail;
– Director’s Service Address to keep your home address private;
– Optional: printed hard copies of your documents, above;
– Optional: £50 cashback Barclays business bank account*.

Having a proper London business mailing address means that, if you choose the Privacy option, your home address won’t show in searches on the Companies House database.

Background: Every limited company has to have a registered office. This is the official address where legal letters are sent to it.

Many big businesses use a different address to where they trade from for practical reasons; their factory is in one building and their correspondence address is somewhere else. You will see on the About pages of famous websites: ‘BigCompanyName Ltd. Registration Number 9899881. Registered office: 39 Posh Street, Holborn, London EC1 1AB’ .

This saves having to change all one’s stationery whenever one moves ones’ base of operations.

Note: Every director of a UK limited company has to give a public Service or Correspondence address to Companies House. Having a Director’s Service Address means that our address shows, and not yours. We strongly recommend clients buy our Privacy option for this purpose.

You look more professional and your clients take you more seriously.

Try it today!

* Subject to successful application approval by Barclays Bank.

UK Limited Company Formation – An Overview

The British government makes it easy to set up a company but that doesn’t mean you can be casual about it.

However, get the name, directors and shareholdings right from the start and you can be up and running in 48 hours or less:

• registeredaddress.co.uk/company-formation

The following is an in-depth, detailed guide about setting up a UK limited company, with tips about the choices you may have to make along the way.

First, here are some basic Do’s and Don’ts:

Do’s:

– Keep it simple;
– Take your time;
– Be meticulous;
– Ask for advice;
– Get someone else to do it if you’re not sure.

Don’ts:

– Don’t try to register a version of an existing or popular name to ‘steal some of their glory’;
– Don’t try to use words like Bank, Insurance, Society or Royal in the company name;
– Don’t have a large shareholding like £1,000,000;
– Don’t have your friends or family members as shareholder or directors, unless it’s absolutely essential;
– Don’t have any shareholders or directors besides yourself, unless it’s absolutely essential (you’ll thank us later).

Why form a company in the UK and not your own country?

Here are 9 reasons why forming a company in the UK is the smart move. It can be as easy, if not easier, than doing it in your home country.

1. Low Staffing Overhead

You only need one person to form a limited company in the UK. This person is you. You can be director and shareholder. The shareholder is the owner of the company.

2. International Directors Are Acceptable

You can live in a foreign country and be the sole director of your UK company.

The company has to have a mailing address here but you can live abroad.

3. Low Fees

Companies House charges less than £20 GBP to set up at company at their site and the same when you file your annual return. The UK wants your inward investment and tax receipts.

4. Ease Of Setup

If you have a minimal understanding of business terms you can set up a company yourself at the Companies House website, or, get a formation agent like ourselves to do it: • registeredaddress.co.uk/company-formation

All you need to know is who the director and shareholder is to be (you) and how many shares and at what value you want to issue, typically: 1 share @ £1 ea.

5. Ease Of Maintenance

You file 3 annual returns to the UK government to maintain your company:

1 administrative, to Companies House
1 financial, to Companies House
1 financial, to HMRC (the UK tax department)

More info here: https://www.registeredaddress.co.uk/blog/annual-returns-avoid-the-nightmare/

They make it pretty simple, with an online filing service. This service can submit the two financial returns at the same time, which saves a lot of bother:http://online.hmrc.gov.uk

6. Low Local Taxation

Currently it’s 20% at the lowest rate. This is worth paying because your company is registered in a …

7. Stable Society

The UK doesn’t do revolutions.  The English like to queue up and obey whatever laws are written by parliament. It is very rare to have serious civil disturbance.  This means your company and your money is safer.

8. Good International Reputation

Go to diverse countries like India, Japan and Brazil and it’s likely the locals will find Britain quaint and interesting in a way that Germany, for example, would not be!

9. Limited Liability

Limited liability protects shareholders from debts the company may have accrued. Note: it should not be seen as a way to get up to ‘funny business’; it does not protect directors and shareholders from punishment for illegal activity. It just stops vexatious claims from affecting the shareholders personally.

How It Works

– Search for your company name and choose a package.
– Complete the short application: • registeredaddress.co.uk/company-formation
– This is sent instantly to Companies House.
– All going well, your company is formed within 24 hours in the working week*.

(*Human beings at Companies House have to check your application, to stop people registering illegal names like ‘Queen Elizabeth’s Life Insurance And Banking Ltd’)

Typical mistakes are:

– Getting the directors and shareholders mixed up.
– Giving a shareholder too much of the company.
– Not realising that shareholders are the owners of the company, not the directors.
– Getting the date of birth of a director wrong.
– Not realising that the Director’s Service (or Correspondence) Address is public information.
– Setting share capital at £1m, not realising that it has to be accounted for.
– Not spelling the company name correctly.

Good news! These mistakes can be corrected later.
Bad news: It can take up to two weeks, and the error, and its correction, remain on the public record.

Tip: Are you sure you need one?

Maybe you can stay as a sole-trader; ‘John Carrot-Cake trading as Luminous Umbrella’?

Pro: A limited company limits your personal liability if someone brings a legal action against your business. It can confer tax advantages. It lets two or more people own a share on one business. Being a limited company means clients will take you more seriously.

Con: It can also be a pain to maintain; you have to submit annual returns: https://www.registeredaddress.co.uk/blog/uk-limited-company-official-filing-deadlines/

Consider us if you want to form a limited company (LTD)  and would rather not have your home address on the public record and ending up in multiple other databases.

Features:

– Ready to Trade Company (Limited by Shares)
– 24 Hour Online Formation, Monday – Friday
– Companies House Filing Fee Included (Save £)
– Email Copy of Certificate of Incorporation
– Email Copy of Memorandum & Articles of Association
– Email Copy of Share Certificate(s)
– Registered Office Service, London

Proof of ID

We must confirm the identity and proof of address for any customer taking one of our address services, to comply with British Due Anti-Money Laundering (MLR) and Know Your Customer (KYC) regulations.

Q: What do I need to form a company?

Just one person (who is both director and the shareholder). You need to think up a unique company name and opt for 1 share at £1 ea; that’s the simplest. Some unique ID info from you will be required by our system, to filter out bogus submissions by unauthorised people e.g. colour of eyes.

– Our addresses  are based in Central London and create a professional corporate image.

We suggest clients do not leave it until the last minute to purchase a company formation. Companies House currently takes almost a working day to form a company. Submissions made before 10am will be formed the same day.

We are informed this is because their staff numbers have been cut back recently.

Start today: • registeredaddress.co.uk/company-formation

Q: What’s the next step to register a company in the UK?

Well, you need to have certain details to hand. These are:

Company name;
Registered Office Address (which we can provide);
SIC code (a number which defines roughly what niche the company will operate in);
Shareholdings (who gets shares, how many and at what value);
PSC (persons with significant control, usually the majority sharesholder);
Directors (who they are and what their home and correspondence address is to be);
Memorandum and Articles of Association* (you can use templates).

(*The Articles of Association are the company’s statement of the rules of its’ operation; how it will operate. 99.999% of companies do not need to make up their own Articles. It’s expensive. It should only be done if your company has some non-standard composition or purpose and after taking legal advice.)

Be careful who you give shares to. Many people give 50% to a family member, friend or colleague only to find out later that:

1. This gives them 50% of the company and …
2. The right to 50% of the dividends (profits paid out) …
3. Without being obliged to contribute to the company in any way!

This can cause significant problems later on. Many company owners have found themselves saddled with a useless director or shareholder who is not contributing to the company or is even actively working against the company’s interests!

Here are the documents you get if you form a limited company in the UK:

– Articles Of Association;
– Certificate Of Incorporation;
– Memorandum Of Incorporation;
– Share Certificates.

The formation agent will typically email these to you, along with your Companies House Authentication Code. He may also post you printed copies. The latter can be useful when you go to your bank to set up a business bank account.

• Articles Of Association

This is a document that contains the purpose of the company and details the duties and responsibilities of its members. It is an important document which needs to be filed with Companies House.

In practice: company formation agents use a template for 99.99% of their clients, as small limited companies tend not to need special rules to operate. As a company is a legal body controlled by individual humans, it needs some rules about how it operates, to define what it and its members can and cannot do.

Some clients worry about this document and think they need to produce their own version. They do not.

From Wikipedia:

The Articles can cover a medley of topics, not all of which are required in a country’s law. They may cover:

  • The issuing of shares (also called stock), different voting rights after a shareholder dominates or shares equally with all stakeholders;
  • Directors meetings – the quorum and percentage of voting;
  • Management decisions – whether the board manages or a founder;
  • Transferability of shares – assignment rights of the founders or other members of the company;
  • Special voting rights of a Chairman, and his mode of election;
  • The dividend policy – a percentage of profits to be declared when there is profit or otherwise;
  • Winding up – the conditions, notice to members;
  • Confidentiality of information and the founders’ agreement and penalties for disclosure;
  • First right of refusal – purchase rights and counter-bid by a founder.

Only in medium to large companies can the above become a matter for argument; where there’s money, people will fight over it!

• Certificate Of Incorporation

This certificate confirms that a business has been incorporated under the Companies Act 2006, at Companies House, as a legal entity with its own identity. It’s like a birth certificate for a company. You may be asked to provide it when you apply for a business bank account.

Again, this is not something to fret over. It is generated automatically when your company is formed. You can get a replacement from Companies House if the dog shreds it.

• Memorandum Of Incorporation

This document typically, and only, states the following:

———

THE COMPANIES ACT 2006

PRIVATE COMPANY LIMITED BY SHARES

MEMORANDUM OF ASSOCIATION

OF

YOURCOMPANYNAME LTD

Each subscriber to this memorandum of association wishes to form a company under the Companies Act 2006 and agrees to become a member of the Company and to take at least one share.

Name of each subscriber  |    Authentication by each subscriber

John Smith-Jones

Dated 2019-07-23

———

Again, this is a simple foundation document and nothing to get stressed about.

Share Certificate

A share certificate is a certificate issued by a company certifying that, on the date the certificate is issued, John Smith-Jones is the registered owner of shares in the company.

It lists:

– The name and address of the shareholder;
– The number of shares held by him.

Note: The shareholders are the actual owners of the company, not the directors.

A good formation agent will email you the above documents and, for a small fee, print them off and post them to you also. It is not essential to have paper copies, but they are more tangible and are useful for ‘show and tell’, especially with your bank.

When Limited Companies are formed standard template documents are used pertaining to shares and your Memorandum and Articles of Association. These do fine for 99.99% percent of start-ups, as most entrepreneurs just want a legal corporation between them and the people they trade with.

Further reading:

What Is Incorporation?

What Does ’60 Second Formation’ Mean?

What Happens After My Company Is Officially Formed?

UK Limited Company Official Filing Deadlines

What Is A Director’s Service Address And What Does It Do?

Since 1st October 2009 a UK company director can have two addresses in the Companies House database:

(a) The Service or Correspondence address;
(b) Their residential address.

The Director’s Service Address serves as your official, public correspondence address.

Each director needs to have one.  Typically the only bodies to write to a director of a small company, using the service address, are HMRC or Companies House, if they cannot get satisfaction from writing to the Company at its Registered Office. A director’s personal statutory mail from government agencies is delivered there. The Director’s Service Address can be located anywhere in the world.

The residential address listing is available solely to select government bodies, like the police, HMRC, FSA and also credit referencing agencies. Credit-referencing agencies need to see the director’s home address, as it is one of bases for judging the credit-worthiness of the company they run. Only the Service Address is shown on the public record. 

The director’s service address and the residential address can be the same. If you want to use your home address, and your landlord doesn’t object, no one can stop you.

A larger company traditionally would have the service address and the registered office as their own business premises. Nowadays any small businessman can buy the right to use someone else’s address as their service address. This helps maintain some privacy for the director and cuts down on junk mail and nuisance callers.

It is possible for the service address not to be disclosed to credit-referencing agencies.   This is in instances where the director, or a person that lives with him or her,  has a well-founded fear of attack as a result of the activities of at least once of the companies of which he is a director e.g. from malicious social activists. A confidentiality order using  Companies House application form SR04 may be may be applied for, with a written statement of the grounds for the application, along with a cheque for £100.

Companies House will display the address information on their public register, which is nowadays viewable online. It is very important to get the details of your initial company formation correct, as that information will be on the register forever and cannot be altered, except by a court order. Company details can of course be changed later, but the original submission is ‘recorded in stone’.

A current service address must be provided to Companies House by the following:

– Limited company directors;
– Company secretaries;
– The original shareholders or guarantors ( ‘subscribers’) of a company;
– Guarantors with at least 25% voting rights;
– Shareholders who hold at least 25% of the company’s shares.
– Any other person or legal entity with significant control over a company (called People with Significant Control, or PSCs).

In this article, we will concern ourselves only with limited company (LTD) directors.

A registered office address is not the same thing, in law, as a service address. A registered office address is the public mailing address of the company, as an entity, and it has to be in the UK.

One benefit of using a virtual office provider is that their address looks more professional than someone’s home address, especially if its in an upmarket area of a major city.  The virtual office provider will forward your letters to where you live, so you can deal with them at your leisure; you don’t need to trek into town to get your mail.

A virtual office mailing address is useful for the following reasons:

– Make sure you still get your business mail, uninterrupted, even if you move home address;
– Foreign residents can have a UK mailing address;
– Travellers can change their residence without updating their correspondence address;
– Keep the senders of your letters private (their mail will be put in another envelope);
– Protect your home address from public scrutiny;
– Protect yourself and your family from unwanted attention;
– Protect workers in sensitive occupations;
– Prevent unsolicited commercial mail.

Readers may not be aware that Companies House may publish:

– Your name;
– Your date of of birth;
– Your service address;
– Your occupation;
– Your nationality.

The only stipulation with being for a director’s correspondence address is that it can receive statutory mail and that it can be visited by a human caller.  It has to be a real ‘bricks and mortar’ address. It cannot be a P.O. box as these are intangible; they are just a designation in a building and can have no physical reality at all; there may not even be an actual ‘box’!

With a virtual office address, your address is real but you are not physically present there. Your statutory mail will be delivered there and then forwarded to you at an alternative address, such as your home, office or your accountant’s address.  The service address can be anywhere in the world, unlike the registered office, but it must be a proper, full postal address.

You could try to be clever and give a fake or partly-fake address but then you may not get important alerts from HMRC and Companies House. These bodies will write to the directors of the company if they don’t get satisfaction from writing to the company at its registered office. These would be notifications that the company’s annual returns were late and that fines were mounting up! If returns are not submitted after a certain period the the company will be struck off.

Your service address can be changed at any time, but you need to inform Companies House as soon as possible, using form CH01, which you can download, print out and then post to Companies House.  The quicker method is to get log-in access to your company’s Companies House listing. You can do this if you have the authentication code that in normally created when your company is formed by a professional formation agent.

It can be very useful in the digital era to have paper reminders of submissions you need to do, of your company’s authentication code and UTR (Unique Taxpayer Reference) numbers. Email servers can crash, email addresses become inaccessible and computers can have their data wiped. A letter sits there in your in-tray until you do something about it!

Further reading:

registeredaddress.co.uk/blog/how-to-change-your-directors-service-or-correspondence-address/

registeredaddress.co.uk/blog/which-services-do-i-need/

registeredaddress.co.uk/blog/which-service-should-i-buy/

gov.uk/government/publications/change-the-details-of-a-director-ch01