New procedures regarding UK dispute regulations, including registered office address disputes and director disputes for UK companies and limited liability partnerships under the Small Business, Enterprise and Employment Act 2015, have come into force from 6 April 2016.
Registered Office Address Disputes
The Companies (Address of Registered Office) Regulations 2016 cover the rules regarding registered office disputes for UK companies and LLPs. The new procedure allows the Registrar to change the registered office of the entity when the registrar considers that the entity is not authorised to use that address.
How To Dispute
An application to change an entity’s registered office may be made by any person by completing and filing a Form RP07 with Companies House.
The Registrar will then consider the application and, unless the Registrar dismisses the application immediately because there is no reasonable chance of success, the Registrar must give notice to the entity of the application so they may provide evidence stating that it is authorised to use the address as its registered office. The entity must then respond with evidence that it is authorised to use the address.
The Registrar may also require certain evidence to show that the entity is authorised to use the address, including evidence suggesting the entity or a related group undertaking has a proprietary interest at the address.
Decision time for the Registrar
On considering the application, the Registrar must give notice to both parties. If the entity fails to provide adequate evidence to the Registrar, the Registrar must change the address of the registered office to a default address. This will be a PO Box at Companies House.
When the Registrar cannot categorically determine the valid use of the disputed address after considering all evidence, it may refer the application to the court.
Should the applicant or entity be dissatisfied by the decision, they may appeal the decision to the court within 28 days.
Entities must be aware that if they give notice to the Registrar to change its registered office from a default address, then the Registrar may require evidence that the entity is authorised to use the new address.
Director Disputes
Since October 2015, companies have been required to agree to a statement stating that the appointed officer has consented to act in their relevant capacity. Once Companies House have been notified of the director’s appointment, the Registrar send a letter advising the director that their appointment has been filed on the public register and explains their general legal duties in writing.
From 6 April 2016, disputed director appointments can be submitted to Companies House by an applicant who has been appointed as a director of a UK company without their consent through the completion and filing of a Form RP06.
Once notification of a dispute is received by Companies House, the company must provide evidence that the director consented to act regarding their appointment. If sufficient evidence is not provided to the Registrar, the director’s appointment may be removed.
