Contractors’ Questions: Is my PSC’s registered office in England a problem now I’m living in lockdown in Scotland?

Contractor’s Question: I registered a limited company while living in London three months ago, but haven't traded yet.

I've now moved back to Scotland to be closer to family because of coronavirus lockdown. Am I right in saying my registered office must be in England/Wales, but can be a virtual office provided under the registered address, with my director address and business location actually an office in Scotland? Are there alternative set-ups which might help given I’m now in Scotland?

Expert’s Answer: Companies House registers companies in three separate jurisdictions: England and Wales (combined), Scotland, and Northern Ireland. Every company registered in the UK must have a registered office which is where all communications and notices can be sent.

The registered office must be based in the country in which the company is registered.

So, a company registered in England and Wales must have its registered office in England or Wales. Similarly a company registered in Scotland must have its registered office in Scotland.

You can move, the address can't

It is not possible to move the registered office of a company registered in England to Scotland. If there was some strong reason for having a registered office in Scotland then, unfortunately, it would be necessary to register a new company in Scotland.

However, the important thing to note is that the registered office is only a place where communications and notices can be sent. It has nothing to do with the trading address of the company's business.

There is therefore no problem in having a company registered in England with its business trading in Scotland and its registered office in England. It is very common to use a ‘virtual office,’ or the accountant’s office address, as the company’s registered office.

Procedure and practicalities

Note, there needs to be a procedure for forwarding any notices or formal communications to the director(s). But the practicalities of this are no different, whether the registered office is in another part of town or another country.

Thinking of the wider implications of a business being in England or Scotland, corporation tax is not, at present, a ‘devolved tax’ i.e. Scotland does not set its own corporation tax rate, although there is a call for it to be devolved. As it happens, if it were devolved, it is likely that the tax would be dependent on where the profits are generated and not where the registered office is. Good luck with your new company!

The expert was Graham Jenner, a director of Jenner & Co chartered accountants.