CR-2025-007581 - [2025] EWHC 2208 (Ch)

Prior to 2024 a company was able to use a PO box as its registered office. In October 2023 Parliament introduced the Economic Crime and Corporate Transparency Act 2023 (“ECCT”). Its overriding objective is to tackle economic and financial crime. By the ECCT the Registrar of Companies is given greater powers to take action and scrutinise entries. The ECCT policy paper explains:

“The Act introduces the biggest changes to Companies House since corporate registrations were established in 1844 and will enable us to play a much stronger role in making the UK a great place to do business.”

Relevant to this case the policy paper states that one of the objectives is to:

“improv[e] the accuracy and reliability of registered office addresses by introducing a new definition for an appropriate address (companies are not able to use a Royal Mail PO Box and equivalent services offered by other parties) – we will be able to commence strike off measures against companies if they do not provide an appropriate address within a specified period”

Section 86 of the 2006 Act was amended by a statutory instrument dated 4 March 2024, the Economic Crime and Corporate Transparency Act 2023 (Commencement No. 2 and Transitional Provision) Regulations 2024 (SI 2024/269).

Since the amendment section 86 of the 2006 Act imposes a duty on a company to ensure that its registered address is appropriate:

“(1)

A company must ensure that its registered office is at all times at an appropriate address.

(2)

An address is an "appropriate address" if, in the ordinary course of events—

(a)

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

(b)

the delivery of documents there is capable of being recorded by the obtaining of an acknowledgement of delivery.

(3)

If a company fails, without reasonable excuse, to comply with this section an offence is committed by—

(a)

the company, and

(b)

every officer of the company who is in default.”

It is apparent from the language used that if a company does not have control of its registered office address, it must make secure arrangements to ensure that it receives documents delivered to that address. I understand that the Blinkbox complex is a multi-user premises.

The section 86 duty is relaxed during any period that the registered office is the default address:

“(5)

Subsection (1) does not apply in relation to a company during any period for which the address of its registered office is a default address nominated by virtue of section 1097A(3)(h).”

The reference to section 1097A(3)(h) is to a power provided to the Secretary of State to make regulations for the purpose of ensuring that a company registered in England and Wales has an appropriate address. The power specifically authorises or requires the registrar to change the address of a company's registered office if satisfied that it is not an appropriate address.

Given the purpose of the duty imposed on every company in England and Wales or its officers to ensure it has a designated physical location where official communications, including legal documents, can be reliably delivered, section 1139 of the 2006 Act provides (where relevant):

The Regulations were made by statutory instrument on 29 February 2024 and came into force on 4 March 2024 implementing powers under section 105 of the ECCT. The regulations empower the Registrar of Companies to rectify the register where the company’s registered office address is not “appropriate” within the meaning of the 2006 Act.

By Regulation 4, any person may apply to the registrar to change a company’s registered office address. The application must include:

Where the registrar is satisfied that the address of a company’s registered office is not appropriate, an obligation is imposed on the registrar by Regulation 6 to send a notice to the Company.

By Regulation 7 the registrar may change a company’s registered office either on their own initiative or following an application made under regulation 4. I make two observations about this Regulation. First, the change is treated as if the company had filed a notice under section 87 of the 2006 Act. Secondly, the onus is on the company to respond. If the registered address is “appropriate” the registrar may expect that the company received the Regulation 6 Notice. The onus placed on the company who receives a Regulation 6 Notice is evident from Regulation 7(2) which provides:

“The fact that a company failed, within the specified period, to object to the change of the address may be taken by the registrar as sufficient evidence of the fact that its registered office address is not an appropriate address (without further ado).”

Where the registrar changes a company's registered address, the new address is a “default address” nominated under regulation 3. This is typically a PO Box or an address where the registrar carries out his functions. The default address serves as a placeholder until the company provides an appropriate registered office.

Regulation 15 provides:

“Where the registrar changes the address of a company's registered office to a default address under these Regulations (including where the registrar changes the address from one default address to another default address), a person may validly serve any document on the company at the old address during the period of 14 days beginning with the day on which it was changed.”

The company can still receive statutory correspondence at the default address and arrange to collect it. However, the registrar is under no obligation to notify the company or open any delivered mail.

When the company changes its registered office from the default address to an appropriate address, the registrar is under no obligation to forward any retained mail delivered to the default address. Again the onus is on the company.

In circumstances where the registrar changes a company’s registered office address under regulation 7, the registrar must facilitate the collection by the company of any documents delivered to the company at that address: Regulation 18. However the registrar has the power to destroy documents if they are not collected by the company within the period of 6 months beginning with the day on which they are delivered or the company is struck off. This power appears to support the broader policy of improving register accuracy and reducing opportunities for abuse.

The Insolvency (England and Wales) Rules 2016 (the “Rules”) provides permitted methods for the service of a winding up petition: Paragraph 2 of Schedule 4. Paragraph 2 incorporates a waterfall of service options. The premier method is to hand a petition to a director at the company’s registered address:

“(1)

A winding-up petition must be served at a company's registered office by handing it to a person at that address who—

(a)at the time of service acknowledges being a director, other officer or employee of the company;

(b)is, to the best of the knowledge and belief of the person serving the petition, a director, other officer or employee of the company; or

(c)acknowledges being authorised to accept service of documents on the company's behalf.

(2)

However if there is no one of the kind mentioned in sub-paragraph (1) at the registered office, the petition may be served by depositing it at or about the registered office in such a way that it is likely to come to the notice of a person attending the office.

(3)

Sub-paragraph (4) applies if—

(a)for any reason it is not practicable to serve a petition at a company's registered office;

(b)the company has no registered office; or

(c)the company is an unregistered company.

(4)

Where this paragraph applies the petition may be served—

(a)by leaving it at the company's last known principal place of business in England and Wales in such a way that it is likely to come to the attention of a person attending there; or

(b)on the secretary or a director, manager or principal officer of the company, wherever that person may be found.”

French, Applications to Wind Up Companies (fourth edition) sums up the Rule (3.11-3.12):

“If service of a petition to wind up a registered company is not to be on the company's solicitor, the petition must be served at the company's registered office, if it has one…Other methods of service at the registered office are not permitted, for example, service by post or by handing the petition to an individual at the registered office who is not a director, officer or employee of the company and is not authorized to accept service.”

McPherson and Keay’s Law of Company Liquidation (fifth edition) (3-056) explains:

“While a company may not be aware that a petition is to be presented, it should be aware that notice of one is to be given. Notice of a petition is to be given, where the petitioner is not the company itself, not less than seven days after the service of the petition on the company, nor less than seven days before the date appointed for the hearing. This gives the company time in which to take legal advice and to make an application for an injunction to restrain the giving of notice of the petition.”

The Company says there is a tension between the default Regulations and the Rules, but the Rules prevail.