A company cannot move its registered office from one UK jurisdiction to another. Whether it is registered in England and Wales, Scotland or Northern Ireland is fixed when it is incorporated, and the registered office address can only ever move within that jurisdiction. The one change the law allows is between “England and Wales” and “Wales” by special resolution; anything else means moving the business to a new company formed in the other jurisdiction.

Why is the jurisdiction fixed?

Section 9(2)(b) of the Companies Act 2006 requires every application for registration to state whether the registered office is to be situated in England and Wales (or in Wales), in Scotland or in Northern Ireland. Section 1060 provides for three separate registrars of companies, one for each of those parts of the UK, and references to registration in a particular part of the UK mean registration by that registrar. The certificate of incorporation records the choice.

Companies House guidance on incorporation is explicit: you can change the registered office address, but “you cannot change which part of the UK it’s in”. Its example is that a Northern Ireland registered office cannot be changed to a Scottish address. The government’s March 2026 consultation on an inward redomiciliation regime goes further, stating that “UK company law does not enable companies to move between the different parts of the UK”, and that the proposed regime for foreign companies would not change this.

Where can the registered office be?

Section 86 requires the registered office to be an appropriate address at all times, meaning one where documents would be expected to come to the attention of someone acting for the company and where delivery can be acknowledged. GOV.UK adds that it must be a physical address in the UK and in the same country the company is registered in. The full rules are in our guide to registered office address rules.

Under section 87 a change of address is made by notice to the registrar (form AD01), including a statement that the new address is appropriate. It takes effect when registered, but documents can still be validly served at the old address for 14 days. An AD01 giving an address in another part of the UK does not move the company; it simply fails the same country rule.

What about companies in Wales?

Wales is the only exception, and it is a change of description rather than jurisdiction. Under section 88 a company whose registered office is in Wales and which is registered as “England and Wales” can pass a special resolution to be registered as situated in Wales, becoming a “Welsh company”. It can switch back the same way. The company gives notice to the registrar (form AD05), who amends the register and issues a new certificate of incorporation. The resolution itself also has to be filed, as covered in our guide to filing resolutions.

Being a Welsh company has practical effects. Section 1104 lets documents be drawn up and delivered in Welsh, generally with a certified English translation. Companies House guidance confirms that a Welsh private company limited by shares or guarantee can end its name with “cyfyngedig” or “cyf” instead of “limited” or “ltd”. Either way the company remains within the England and Wales registrar.

What difference does the jurisdiction make?

For most day to day company law, very little. The Companies Act 2006 applies across the UK, and the consultation document notes that amendments to it are made in the same terms for the whole UK. But some areas differ. The same document records that insolvency law is partially devolved in Scotland and wholly transferred in Northern Ireland, so insolvency procedures can differ depending on where the company is registered. Any alternative inspection location for registers must also be in the same part of the UK.

The jurisdiction does not decide which property taxes apply. Those follow where the property is: Revenue Scotland confirms that Land and Buildings Transaction Tax replaced Stamp Duty Land Tax in Scotland from 1 April 2015, so a company registered in England and Wales buying a Scottish shop pays the Scottish tax.

What are the options if the business has moved?

There are three realistic routes.

  1. Leave the company where it is. Nothing in section 86 requires a company to trade from its registered office. A company registered in Scotland can run its whole business from Leeds, provided it keeps an appropriate Scottish registered office, often an accountant’s or agent’s address.
  2. Transfer the business to a new company. Form a company in the other jurisdiction (see how to incorporate a company) and transfer the trade and assets to it. Where at least 75% of the trade is owned by the same persons within the windows in section 941 of the Corporation Tax Act 2010, Part 22 Chapter 1 of that Act lets the successor take over carried forward trading losses (section 944) and continue capital allowances without a balancing event (section 948). For VAT the transfer may qualify as a transfer of a going concern. Contracts, leases, employees and bank facilities still need moving.
  3. Put a new holding company on top. A share for share exchange can give the group a parent in the new jurisdiction, but the original company stays registered where it was.

After a transfer, the old company is usually closed by striking off or liquidation; our guide to closing a limited company covers the tax points.

How does this work in practice?

Illustration only. Two shareholders own a company registered in Scotland, each with 50%. Both now live in England and the business operates from Manchester.

  • They try to file AD01 with the Manchester address. That cannot work, because the registered office must stay in Scotland.
  • Option one: keep the company and use their Glasgow accountant’s address as the registered office, with consent.
  • Option two: form a new company in England and Wales owned 50:50 by the same two people and transfer the trade on 1 April 2027. Because the same persons own 100% before and after, the section 941 ownership condition is met, and unused trading losses can follow the trade, subject to the restrictions in Chapter 1. The Scottish company is then wound up.
  • If the new company wants the same name, the Companies House rule against names the “same as” an existing name generally blocks it while the old company keeps that name, so the old company usually changes its name first.

What mistakes come up most often?

  • Assuming a change of address form can move the company to another part of the UK.
  • Thinking a company in Wales must become a “Welsh company”. It is optional; England and Wales registration already covers an address in Wales.
  • Moving the trade to a new company without checking the 75% common ownership condition, and losing carried forward losses as a result.
  • Forgetting that the old company keeps all its filing duties until it is dissolved.
  • Choosing a registered office service in the wrong country, or a PO box, which is not an appropriate address.

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Sources

Reviewed by Christine Anderson, Broker, Solar Protect. Last reviewed 8 October 2026. Part of Accountapedia, the Solar Protect guide to UK tax and accounting. This page is general information, not personalised advice.