Every person who is a director or secretary of a UK registered company has a publicly available ‘correspondence address’ listed on the Companies House website.
Understandably many company officers are reluctant to make their home addresses publicly available by providing them to Companies House. It is common for directors to simply use their company’s registered office address or the address of their accountants as their correspondence address, and, typically, once an officer’s correspondence address is entered on the public register it is not regularly updated.
However, an officer’s registered correspondence address is potentially very important both for litigators and company officers themselves. This is because important legal documents, such as claim forms, are deemed to be validly served when sent to an officer’s correspondence address at Companies House, even where the legal documents are unrelated to that person’s role as an officer of the company.
For parties trying to serve a document but struggling to locate the person, this provides a solution if the opponent is an officer of a company.
For officers of companies, it presents a risk. If your correspondence address is out of date or not an address where you regularly collect post, you could miss important legal documents. Judgments could be entered against you and your credit score could be negatively affected without you being aware until it is too late.
Section 1140 of the Companies Act 2006 states that a document may be served on a director or secretary of a company by leaving it at or sending it by post to that officer’s correspondence address as listed on the public register at Companies House.
Importantly, Section 1140(3) states:
‘This section applies whatever the purpose of the document in question. It is not restricted to service for the purposes arising out of or in connection with the appointment or position [of the person at the company concerned] or in connection with the company concerned.’
Although it may seem counterintuitive that a director or secretary’s address at Companies House can be used to effect service in matters unrelated to the company, the courts have consistently applied this section of the Companies Act as an alternative method of validly serving documents.
The most extensive consideration of this provision of the Companies Act came when it was successfully used in the case of Key Homes Bradford Ltd v Patel [2014] WLUK 79 to serve a person, who although not resident in the UK, had provided a UK address at Companies House. More recent cases have applied and affirmed this decision (see the cases of Idemia France SAS v Decator Europe Ltd [2019] EWHC 946 (Comm); and The Republic of Mozambique v Mr Iskandar Safa (QBD) 2021 7 WLUK 635).
If you are a director or secretary of a company you should:
If you are having difficulties in effecting service of a claim form or other document, always check to see if your opponent has a correspondence address listed at Companies House. This may save you a lot of time and money trying to track them down.
Please note this is only a summary of the law and for specific and detailed legal advice you should contact a member of our team.
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