Both Companies House and HMRC use the term ‘principal place of business’ in certain situations, for example, when registering for VAT or setting up a limited partnership. It’s worthwhile understanding exactly what it means, so we explain in this post the purpose of a principal place of business and which types of addresses are suitable.
When is a principal place of business required?
In the UK, a principal place of business (PPOB) is an address where a business can receive certain official correspondence and/or where it carries out its main trading activities. The term is not used that often in an official capacity. So, you will likely only be asked to provide a principal place of business in the situations we outline below:
1. VAT registration
When you register a company or other type of business for VAT, HMRC will ask for your trading address or principal place of business. This is normally the place where you receive orders and carry out the day-to-day running of your business.
HMRC will register your business for VAT at the address of your principal place of business and send all VAT-related correspondence to that location.
You will be required to keep your VAT records and accounts at this address and make them available there for HMRC to inspect. You should also ensure that a person responsible for your VAT affairs can be available at the PPOB. For example, the business owner, company director or secretary, finance officer, etc.
Regardless of business structure, i.e. limited company, limited liability partnership (LLP), or limited partnership (LP), your PPOB for VAT registration is where the main operations of the business take place. Essentially, whichever address meets HMRC’s requirements for a principal place of business.
Likewise, if you operate as an unincorporated business, like a sole trader or general partnership, your PPOB will most likely be the main business/trading address where you are based. For example, commercial premises like an office or shop, or a residential address if your run your business from home.
2. Setting up a limited partnership
The registered address of a limited partnership (LP) is always referred to as the principal place of business, as per sections 8A and 9 of the Limited Partnerships Act 1907. This is the address where Companies House and HMRC will deliver official communications to the LP.
You will encounter this address term in the following situations:
- Completing an application for Companies House to set up a limited partnership in the UK
- Applying for designation as a private fund limited partnership
- Providing Companies House with details of an ‘other registrable person’ (ORP) for a Scottish limited partnership
The principal place of business for a limited partnership must be a physical address and the LP’s main place of business. It must also be sited at an appropriate address in the partnership’s country of incorporation:
- Limited partnership registered in England & Wales – the PPOB must be an address in England or Wales
- Scottish limited partnerships – you must use a Scottish address as the PPOB
- Limited partnership in Northern Ireland – the PPOB must be an address in Northern Ireland
If a limited partnership does not operate from commercial premises, you can use a PO Box as the principal place of business. However, you can only use one if you include the full physical address and postcode after the PO Box number.
See also: The pros and cons of a business partnership
You can also use your home address as the principal place of business for a limited partnership. However, we would advise against this, because the PPOB addresses of LPs are made publicly available on the Companies House register.
3. Registering an overseas company in the UK
When an overseas company wishes to set up a physical place of business in the UK, it must register with Companies House using form OS IN01 ‘Register a UK establishment of an overseas company’. This should be done within one month of opening its UK premises.
One of the particulars that the company must provide on the application is the address of its principal place of business or registered office in the country where it is incorporated (the parent country).
However, if the PPOB is contained within the company’s constitutional documents that accompany its registration with Companies House, there is no requirement to also enter the address on form OS IN01.
Upon registration, the company’s details will appear on public record. This will include its principal place of business or registered office.
Should the address of the PPOB or registered office change at any time whilst the company is operating in the UK, it must notify Companies House using form OS CH02 ‘Notice by an overseas company of a change of company details, or of details not previously delivered’. This form must be filed within 21 days of the change of address.
Difference between a principal place of business and a registered office
A principal place of business is only required in certain situations (VAT registration), or by certain types of organisations (limited partnerships, and overseas companies with a physical establishment in the UK).
In the context of VAT registration, the PPOB is where the business carries out its main activities.
A registered office, on the other hand, is an address that is only required by incorporated businesses such as limited companies, unlimited companies, and limited liability partnerships.
This type of address is:
- situated in the part of the UK where the business is incorporated (England and Wales, Scotland, or Northern Ireland)
- recorded at Companies House as the official contact address of the incorporated business
- made publicly available on the register of companies
- where agencies such as Companies House and HMRC can reliably deliver all statutory letters and documents for the attention of any person acting on behalf of the company
- where a company must store its statutory registers and make them available to the public for inspection
A registered office can be a commercial address or a residential address. It may or may not be the same as a company’s trading address and/or principal place of business for VAT.
Difference between a principal place of business and a trading address
When registering for VAT, a principal place of business and a trading address mean the same thing. They both refer to the address where a business operates on a day-to-day basis.
However, some businesses have multiple trading addresses (aka business addresses), for example, a chain of stores or coffee shops. In this instance, the PPOB for VAT registration would be the main address where centralised business activities take place.
With regard to limited partnerships, and overseas companies setting up a physical place of business in the UK, a PPOB and trading address have different meanings:
- The PPOB is the official contact address, or head office, of the business
- The trading address is where the business physically operates from
For a limited partnership, its principal place of business may or may not be the same as its trading address.
Will my principal place of business appear on public record?
HMRC does not place principal places of business on public record. This only happens with address information that is registered at Companies House. For example, the registered office of a limited company, the service address of a company director, or the PPOB (registered office) of a limited partnership.
Therefore, there is no need to worry about privacy issues if you run your business from home and need to provide a residential address as the principal place of business for VAT registration.
Can I use Rapid Formations Registered Office Service as a PPOB?
Unfortunately, you cannot use our Registered Office Service as a principal place of business for your company’s VAT registration. This is because your business is not physically located at our offices – and HMRC requires an address where they can inspect your VAT records, if necessary.
Instead, you should provide HMRC with the address where your company’s main business activities take place, e.g. commercial premises, or your residential address if you run your business from home.
However, our London registered office services are suitable for use as the PPOB/registered address of a limited partnership in England & Wales.
Please note: Rapid Formations does not provide address services for Scottish limited partnerships (SLPs).
When using this service, our London address is recorded at Companies House and displayed on public record as your limited partnership’s PPOB/registered address.
We also receive all of your official correspondence from Companies House and HMRC, which we scan and email to you free of charge on the same day we receive it.
So, there you have it…
We’ve explained what a principal place of business is and the situations where you are most likely to encounter these terms. For example, when registering for VAT, setting up a limited partnership, or registering an overseas company in the UK.
We’ve also explained when the address of a principal place of business is disclosed on public record, and how this type of address differs from a registered office and a trading address.
If you have any questions about this topic, or anything related to VAT registration or setting up a company, please leave a comment below or contact our team of company formation experts.
