The Difference Between US Statutory Registered Agent and UK Registered Office

What this is: If you are considering forming a new company in the US, you may know that you need to appoint a registered agent in the US State of formation. If you're forming in the UK, you need to have a registered office in the country of incorporation. However, these two roles are not direct equivalents.

What this means: 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 US Registered Agent

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

The Role of the UK Registered Office

In the UK, the concept of having a third-party registered office is fairly new. If you're starting a company in the UK, the assumption is that your business is physically located 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.

Lately, 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 in the initial phase. As a result, more third parties (such as accountants and company secretaries) have started 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 UK (as opposed to in the US, where the role is limited to receiving statutory communication). Registered offices are responsible for record-keeping of board/ shareholders minutes and statutory registers of the company. 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. Recently, through the enactment of Economic Crime and Corporate Transparency Act (ECCTA), the government has laid down what constitutes an ‘appropriate address’ for a registered office of the company.

Under the ECCTA, 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. 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 US.

What to Consider When Appointing

One similarity between the two roles is that in the US, 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 UK, 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 US 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 have a record of all the services of process/ statutory communication received at the registered agent’s address. They also need to have systems in place for forwarding these important communications in a timely manner to the client. 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 company contacts on file.

When it comes to a registered office in the UK, 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 important company records. It must also have staff who understand the responsibility under the law for a registered office and who is capable of tracking all the deadlines applicable to your company. If the notices from the Companies House are 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 support them with the 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 UK company, you must also get the approval of the board and shareholders. In the US, the registered agent can be changed by filing a 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.