A reminder for directors - be careful which address you use as your registered address

In the recent case of Farrer & Co LLP v Meyer [2022] the High Court confirmed that section 1140 of the Companies Act 2006 (“section 1140”) enables documents to be served on a director at the address registered for them at Companies House despite the director residing out of the jurisdiction and even if the court proceedings are unconnected with the company of which they are a director.

Background

The claimant, a firm of solicitors acted for the defendant on her business related matters. She is a US citizen resident in Switzerland. The claimant commenced proceedings against the defendant for unpaid solicitors’ fees and service was effected at two London addresses registered at Companies House for the defendant for companies for which she was then a director.

The defendant failed to respond to the proceedings and a default judgment was entered against the defendant.  The defendant made a number of applications, one being that judgment should be set aside on, various grounds, including that service at those addresses was not good service. 

Decision

The High Court refused to set aside the default judgment on grounds of invalid service and found that service of the proceedings at the registered address was good service.  The defendant was also unsuccessful on all her applications.

What this means

For the purposes of section 1140 the “registered address” means any address for the time being shown as a current address in relation to that person in the part of the register available for public inspection.

This decision is a significant reminder that section 1140 allows service on a director, secretary and other officers of a company at the registered address, even if they are not within the jurisdiction at the time of service.   This also applies if the matter is a personal matter to the officer of the company and does not relate to their role as an officer or to the company. 

Section 1140 also states that if a notice of a change of that address is given to the registrar, a person may validly serve a document at the address previously registered until the end of the period of 14 days beginning with the date on which notice of the change is registered. 

Particularly where a director is based overseas, the case is a reminder to consider what address is used as the registered address for the officers of the company. They need to be alive to documents being delivered to their registered address and ensuring that a mechanism is in place to bring those documents to their attention.

This is also a useful tool for claimants where they are facing difficulties in serving a defendant who is an individual, with either a claim form or documents in the course of the proceedings.  Claimants can take advantage of section 1140 by completing a search on Companies House to see if that person has a registered address in the jurisdiction. If so, the claimant may be able to avoid the difficulties that can arise when seeking to serve proceedings out of the jurisdiction, particularly post-Brexit.