Monday, January 19, 2015

Gazette notices and registered offices



The registered office address of the company has to be included in all gazette notices issued in corporate cases.  The usual approach we see is for the registered office of a company to be changed to the IP’s practice address in order to ensure that any formal notices relating to the company are received by the practice.  The change is usually made post appointment, but occasionally it will be done pre-appointment.  Either way, the practice address is then usually used immediately as the registered office address in all subsequent gazette notices.  Unfortunately, this approach will sometimes give rise to gazette notices including the incorrect registered office address as under section 86 of the Companies Act 2006 the change of registered office only “… takes effect upon the notice being registered by the registrar.”  Whilst using web-filing will usually result in the change of registered office being registered by Companies House on the same day, having to send an AD01 form to Companies House will inevitably result in a delay of a few days between the date of submission and the date of registration and hence the change of registered office having effect.

Where you are submitting an AD01 form to change the registered office address, you will need to factor in the delay in registering that change when you are deciding what address you should use as the registered office address of the company. 

If you send the AD01 form after you have been appointed, the company’s old registered office is more likely to be the correct address when the notice is published, as long as there is no delay in publishing the notice. If there is any delay, the gazette notice could contain the incorrect registered office, which would breach rule 12A.34.  An alternative approach would be to wait to send instructions to place the gazette notice until the change has been registered, but the risk there is that the delay is so long that you end up breaching the statutory timescales in which the gazette notices must appear.

In short, you are caught between a rock and a hard place.  This is something where you should have a standard approach as a practice that you consider will work in the vast majority of cases and apply that in all cases so that it is clear that any defaults that occur are isolated and exceptional rather than systemic.