HL Deb 09 November 1989 vol 512 cc1006-7

165 After Clause 108, insert the following new clause —

'A company's registered office.

. For section 287 of the Companies Act 1985 (registered office) substitute—

"Registered office.

287. —(1) A company shall at all times have a registered office to which all communications and notices may be addressed.

(2) On incorporation the situation of the company's registered office is that specified in the statement sent to the registrar under section 10.

(3) The company may change the situation of its registered office from time to time by giving notice in the prescribed form to the registrar.

(4) The change takes effect upon the notice being registered by the registrar, but until the end of the period of 14 days beginning with the date on which it is registered a person may validly serve any document on the company at its previous registered office.

(5) For the purposes of any duty of a company —

  1. (a) to keep at its registered office, or make available for public inspection there, any register, index or other document, or
  2. (b) to mention the address of its registered office in any document.
a company which has given notice to the registrar of a change in the situation of its registered office may act on the change as from such date, not more than 14 days after the notice is given, as it may determine.

(6) Where a company unavoidably ceases to perform at its registered office any such duty as is mentioned in subsection (5)(a) in circumstances in which it was not practicable to give prior notice to the registrar of a change in the situation of its registered office, but —

  1. (a) resumes performance of that duty at other premises as soon as practicable, and
  2. (b) gives notice accordingly to the registrar of a change in the situation of its registered office within 14 days of doing so.
it shall not be treated as having failed to comply with that duty.

(7) In proceedings for an offence of failing to comply with any such duty as is mentioned in subsection (5), it is for the person charged to show that by reason of the matters referred to in that subsection or subsection (6) no offence was committed.".'

Lord Trefgarne

My Lords, I beg to move that the House do agree with the Commons in their Amendment No. 165. This amendment inserts a new clause in place of existing provisions on registered offices which are not working satisfactorily. In particular there is uncertainty as to the point in time at which a change of registered office takes effect.

The proposed new clause makes it plain in re-enacting the fundamental requirement that every company must at all times have a registered office that a change in registered office takes effect on registration by the Registrar of Companies —that is, when the due notice delivered to the registrar is entered onto the register. This is important since the basic rule is that a document may be properly served on a company by sending it to that company's registered office. Moreover, a company is required to keep various registers at its registered office and a failure to do so is a criminal offence. I hope that your Lordships will agree with the merit of these proposals.

Moved, That the House do agree with the Commons in the said amendment. —(Lord Trefgarne.)

On Question, Motion agreed to.