| | Registered office (17th Jul 22 at 10:02am UTC) |   | A registered office is an official address of a legal entity assigned by every entrepreneur in the incorporation process. It can also be referred to as the legal seat, registered office or domicile. Along with a registration number, a registered office is a mandatory attribute for any type of legal entity, creating the necessary public records in most jurisdictions.
The purpose of the office address is to be accessible through state institutions and to receive official correspondence there. A registered physical address is required to receive official correspondence from tax authorities, banks, partners, customers, shareholders, etc. However, a registered office is not necessarily associated with a post office box. Therefore, entrepreneurs must ensure that their correspondence reaches them when necessary.
Legal requirements for the address
The registered address must be in the same country where the company is incorporated. The documents that confirm your registered address are: certificate of incorporation for most types of company or memorandum of association for most types of partnership. In most jurisdictions, you may not use a PO Box as your registered office, as it must be an actual and publicly available address. You can only use it if it is attached to the full address with house number and zip code.
If necessary, the address of the registered office may be changed by the director or other officer of the company in accordance with the company documents. Make sure you get a properly executed confirmation of such a change (protocol or minutes) to present to your bank, auditor, partners, etc. upon request.
Renting a legal address
You can always opt for a rental service of your registered address, or in other words – to use a third party address. There are many advantages to renting a legal address. First, it offers you privacy by shielding sensitive information of your private home address. Second, it's a cost-saving option when you don't need to rent office space, especially abroad.
There are several aspects to consider when choosing a registered address for your business. For example, in some countries (Latvia, Lithuania) an actual rental agreement may be required for the tax authorities. Or some addresses are heavily overused or even blacklisted by banks or tax authorities. You might want to look up the information provided on Google Maps for the location of your company headquarters and scan some articles on the web related to the address offered to you.
Registered Office & Secretary
Some jurisdictions laws require to assign a Corporate Secretary with association of the Registered Office of the company. For example, it is required by law officer in Gibraltar, Cyprus, Malta and Hong Kong. Or, it is an optional position in Ireland, United Kingdom or Marshall Islands. A Corporate Secretary is quite a different positon from what we commonly understand by secretarial services. A Corporate Secretary is an official officer in the company, who oversees the efficient administration of a company, especially in respect of compliance with statutory and administrative requirements. The main duties of the Company Secretary may vary from country to country, but commonly those are:
To keep and sometimes issue share certificates;
To maintain the company’s statutory registers;
To maintain and update all company registers;
To keep the company’s seal;
To prepare the notices for board meetings or shareholders’ meetings;
To prepare and lodge filings and minutes of the company’s meetings;
To prepare and file annual returns and other financial documents with the Trade Register;
To prepare any other document required by the law;
To sign statutory declarations on behalf of the company and authenticate documents.
Registered office and substance
We have already mentioned the importance of company substance. Remember that registered address and business (or trading) address are two different notions. Adding substance to the service of Registered Office becomes crucial in today’s business environment. Read our article about the Substance Office and let us help you setting-up a solid and presentable structure for your company in a jurisdiction of your choice.
https://www.confiduss.com/en/services/corporate/support/company-office/ | |
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