A recent court case has highlighted the importance of directors being careful about the service addresses they use.

From 1 October 2009, directors and company secretaries have had the ability to protect their residential address details from being disclosed by Companies House by recording a service address on the public record. Valid service of any document (including documents unconnected to their directorship) can be effected on directors at any address for service they have included in a register of directors.

Section 1140 of the Companies Act 2006 (“the Act”) provides that a document may be served on a director of a company by leaving it at, or sending it by post to, his registered address.

Section 163 of the Act provides, among other things, that a register of directors must, for each director, contain a service address (which can be the company's registered office). The register must also specify the country in which the director is usually resident.

The recent case of Key Homes Bradford Ltd v Patel [2014] EWHC B1 (Ch.), demonstrates the need for company officers to be mindful of keeping their service address details up to date.  In that case, the High Court considered for the first time the effect of section 1140 in relation to service of documents.  The claimant had issued proceedings against the defendant and had delivered the claim documents to a residential address and to business premises, both in London.

The defendant had registered both addresses as “addresses for service” for a number of the companies of which he was a director. The defendant, seeking an order to set aside the purported service of the claim form, claimed that he was resident in the United Arab Emirates and that, therefore, effective service had not taken place. The claimant argued that service had been validly effected under section 1140 of the Act.

Master Marsh, dismissing the application, held that:

  • section 1140 of the Act provides a method by which a company director may be served with any document, including a claim form, at the registered address;
  • a director of an English company who is resident abroad is at liberty to specify an address, business or residential, that is outside the jurisdiction;
  • if a director of an English company who is resident abroad provides an address that is outside of the jurisdiction, permission to serve outside of the jurisdiction must be obtained before service can be effected; and
  • if a director of an English company who is resident abroad provides an address that is within the jurisdiction then he may be served at that address.

Where directors have multiple appointments, which perhaps have different service addresses recorded at Companies House, it will be prudent to ensure that when any change in address occurs, both the register of directors and the records at Companies House are updated with the correct details in accordance with the timescales set down in the Act.

In Scotland, service of court documents is covered by the relevant Sheriff Court rules and Court of Session rules, rather than the Civil Procedure Rules, which govern service of court documents in England and Wales.  While this case is an English case, the Scottish courts are likely to find it persuasive, and therefore the lessons to be learned apply throughout the UK.