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What is the Difference Between a US Statutory Registered Agent and a UK Registered Office?

By: Pushkala Sivaramakrishnan, COGENCY GLOBAL, on Jan 6, 2021 9:16:31 AM

If you are considering forming a new company in the U.S., you may know that you need to appoint a registered agent. If you're forming in the U.K., you need to have a registered office in the country of incorporation. However, these two roles are not direct equivalents. There are some crucial differences in their responsibilities, so it's worth knowing what you should expect from your service provider.

In this article, we'll dig into when registered agents and registered offices are needed, what clients need to understand about these roles, and what you should consider when appointing them. Read on to find out more.

The Role of the U.S. Registered Agent

When a company is being formed in the U.S., most U.S. states (but not all) will require it to name a registered agent. The registered agent's only requirement is to receive any legal notices, summons, complaints, tax notices, etc., which are sent to the registered agent to be forwarded to the client. Some U.S. states have different terminology, but largely, the role of the U.S. registered agent is limited to forwarding the service of process to the right contact on record.

The Role of the U.K. Registered Office

In the U.K., the concept of having a third-party registered office is fairly new. If you're starting a company in the U.K., the assumption is that you are physically in the United Kingdom, with an address where principal business activities are carried out, including receiving service of process. However, this is only one aspect of the registered office. 

There has been an uptick of inquiries from organisations worldwide (including smaller companies) for global expansion of their business without having their personnel/staff on the ground. As a result, more third parties (such as accountants and company secretaries) are offering their address as the registered office for the foreign company intending to do business in the United Kingdom.

The registered office address therefore assumes a greater significance in the U.K. (as opposed to in the U.S., where the role is limited to receiving statutory paperwork). Registered offices are responsible for maintaining and updating the statutory registered minutes, and all directors can be contacted through writing to the registered office. The registered office cannot just be a post office address either; it must be one that is contactable and has some knowledge of the company. 

A registered office cannot deny any knowledge of the company when it is served in the U.K., meaning that the role is more involved and the liability greater. A registered office gets to know more about the client's business activities and typically, the minutes of the Board and Shareholders are maintained at the said address. 

The registered office also has more of a compliance role. If a company defaults filing certain documents with Companies House, Companies House can send notices to the registered office. The registered office will then be responsible for conveying this to the company directors and ensuring that documents are filed on time. Also, if any investigative agencies in the U.K. suspect wrongdoing by the company, they could simply write to the registered office and make an appointment to view the registers of the company. 

All this means that service providers must have more robust mechanisms in place in order to offer registered office services than they would as a registered agent in the U.S.

What to Consider When Appointing

One similarity between the two roles is that in the U.S., you would need a registered agent in the state the company is being incorporated in, i.e. a Delaware registered agent for a Delaware company. In the U.K., your registered office must be in the region the company is being formed in (England and Wales or Scotland or Northern Ireland, respectively).

If you are hiring a registered agent, there are many providers in the U.S. who offer these services. However, as a client, you need to be sure that your registered agent has robust, up-to-date systems and workflows in place. They need to be able to track all the services of process or letters being sent to the address, and to have records in place, rightly forwarded to their contacts. Your business cannot afford to miss an important notification from the government, the IRS or the Secretary of State, so the third-party must be able to identify the service of process, match it with the right company and then relay it to the right company on file. 

When it comes to a registered office in the U.K., it's not enough just to have a doorman receiving the post. A client has to be sure that the registered office is actually a physical office, capable of handling records and registered minutes. It must also have staff who understand the nuances of company law and who will notify you when updates have to be made, with the capability to convey statutory requirements back to you.

Not conveying notices to a client in a timely manner could result in penalties for the client company. If these were continuously ignored, the company could be struck off from the registry. They run the risk of losing their company if the registered office address is not fully functional and does not have competent staff to advise them of various compliance requirements. 

Why It's Important to Choose the Right Registered Agent or Office 

Both the registered agent and the registered office roles are required from the time of incorporation to the end of the life of the company when it is finally dissolved. You can, of course, change your appointee, but you must have someone current at all times or be in default of the requirements. (To change the registered office of a U.K. company, you must also get the approval of the board and shareholders. In the U.S., the registered agent can be changed by filing a simple change of agent form with the Secretary of State.)

The main message here is that the registered agent and registered office are not strict equivalents of each other. One is a notification-only service and the other is a functional office. You should also expect to find this reflected in the different pricing for these services, since one is considerably more enhanced. 

 

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This content is provided for informational purposes only and should not be considered, or relied upon, as legal advice.

Topics: Registered Agent, Company Formation and Filing Considerations, International Corporate Services, Global Subsidiary Management