Frances Coulson
- Partner
- Insolvency & Restructuring
Among the changes effected by the Economic Crime and Corporate Transparency Act 2023 was, with effect from 4 March 2024, the introduction of an obligation of a limited company to use an “appropriate address” for its registered office (s 86(1) Companies Act 2006). What constitutes an “appropriate address” is set out in s 86(2), which provides that an address is an “appropriate address” if, in the ordinary course of events, (a) a document addressed to the company, and delivered there by hand or by post, would be expected to come to the attention of a person acting on behalf of the company, and (b) the delivery of documents there is capable of being recorded by obtaining an acknowledgement of delivery. Section 1097A Companies Act 2006 empowered the Secretary of State to make regulations enabling the registrar of companies to change the address of a company’s registered office if satisfied that it was not an appropriate address and replace it by a “default address.” These and related provisions have recently been considered in relation to the service of a winding up petition by Chief ICC Judge Briggs: see his judgment in DG Resources Ltd v Revenue and Customs [2025] EWHC 2208 (Ch).
In late 2024 Companies House had sent a notice to DG Resources Ltd under reg 6 Registered Office Address (Rectification of Register) Regulations 2024 notifying it that there was reason to believe that its registered office address was not an appropriate address as required by s 86 Companies Act 2006. It informed the company of its intention to set up a default address unless, within 14 days, the company itself changed its registered office address or objected to the proposed change. The notice included an e-mail address with a reference number to use if the company objected to changing its address, guidance on how to update an address, and a list of forms to complete if the company chose to update its address to an “appropriate address.” The company failed to respond.
The petitioners, HMRC, presented a winding up petition on the footing that the company was indebted to them in the sum of £1,104,015 for unpaid tax. The company applied to restrain advertisement of the petition and to strike it out. It sought that relief on a number of bases, one relating to the manner in which the petition had been served and secured interim relief.
At the hearing before Chief ICC Judge Briggs, HMRC relied on service at the default address given on the Companies House website. Their process server’s evidence was that he had attended at PO Box 4385, 12399995, Companies House Default Address, Cardiff, CF14 8LH, where he served the company with the petition “by handing it to Hannah, the Receptionist, who acknowledged to me that they were authorised to accept service of documents on behalf of the Company.” The company contended that that was not sufficient service, in particular because no means had been secured to bring the petition to the attention of someone acting on behalf of the company.
Deciding whether the company had been validly served with the petition required the court to consider the interaction between the Companies Act 2006, the Registered Office Address (Rectification of Register) Regulations 2024 and the service provisions in the Insolvency (England and Wales) Rules 2016. Chief ICC Judge Briggs examined in some detail the registered office regime resulting from the changes brought about by the Economic Crime and Corporate Transparency Act 2023 and briefly outlined above. He concluded, from the language of s 86, that if a company did not have control of its registered office address, it was obliged to make arrangements to ensure that it received documents delivered to that address. That duty was, however, relaxed during any period that its registered office was the default address: “Subsection (1) does not apply in relation to a company during any period for which the address of its registered office is a default address nominated by virtue of section 1097A(3)(h).”
He went on then to consider the implications for service of a winding up petition under the Insolvency Rules. The Rules provided what he described as “a waterfall of service options,” the “premier method” being to hand a petition to a director at the company’s registered address (rr 3.11-3.12). He noted the summary in French, Applications to Wind Up Companies (4th edn):
“If service of a petition to wind up a registered company is not to be on the company’s solicitor, the petition must be served at the company’s registered office, if it has one…Other methods of service at the registered office are not permitted, for example, service by post or by handing the petition to an individual at the registered office who is not a director, officer or employee of the company and is not authorized to accept service.”
The company’s contention was that HMRC had engaged in “deliberate and “improper conduct” in (a) refusing for some time to provide its director/solicitors with a copy of the petition, (b) refusing to confirm whether it had purportedly been served, (c) refusing to confirm the date of intended advertisement or the hearing date so as to deny the company the opportunity to apply to court for the injunction it now sought. That was, in the view of its director, “a serious and deliberate abuse of process.” The company also contended that the petition had not been properly served, and that HMRC knew that to be the case. Mr Maunick, the director, also asserted:
“I believe HMRC made an incorrect report to Companies House stating that our post was not being delivered to our proper registered office which is located at Blinkbox Business Complex, Western Road, Deal, Kent, CT14 6PJ. It was improper for HMRC to make the report I believe they made. That was always our proper address, we receive post there and have the right to use the address as our registered office.”
ICC Judge Briggs rejected those contentions and the company’s suggestion that there was a tension between the new registered office rules and those governing service of a petition. He summarised the effect of the registered office regulations as follows:
“Where a Regulation 6 Notice has been served on a company and Companies House reverts [sic] the registered address to the default address, a winding up petition cannot be served on a director, officer or employee of that company at the default address. In other words a petitioner’s options for the service of a petition are reduced where a default address takes effect.
The imposition of a default address leaves open, for a petitioner, the option to serve a winding up petition in compliance with sub-paragraph (2) or (4)(b). A petitioner is not bound to serve on a director, secretary or other officer wherever they may be found. It may choose not to. One reason for choosing not to serve one of the named persons is that finding a director, secretary of other officer may cause a petitioner to incur unnecessary costs.
The Regulations coupled with Schedule 4 to the Insolvency Act 1986 permits a petitioner to serve the Company at the default address pursuant to sub-paragraph 2 (1) (c) of Schedule 4: section 86 of the 2006 Act.”
In this case, he found, as a matter of fact, that the petition had been served at the company’s registered office by handing it to a person (Hannah) who had informed the process server that she was authorised to accept service of documents on the company’s behalf. The word “person” was not limited to the category of persons set out in Sch 4 para 2(1)(a) or (4). Para 2(1)(c) encompassed a “person” who did not fit the description of a director, other officer or employee or secretary, manager or principal officer of the company so allowed service on a person who was not associated with the company in the form of a person who acknowledged being authorised to accept service of documents on the company’s behalf. The judge also held that there was no requirement for knowledge on the part of the petitioner that the petition will necessarily come to the attention of the company.
He went on to hold that the petition had been served in accordance with para 2(1)(c) of Sch 4 and that service had been effected more than seven clear days before advertisement. A previous order granting an interim injunction was discharged. The strike out applications failed.
This article is for general information purposes only and does not constitute legal advice or a comprehensive statement of the law. Specific legal advice should always be sought in relation to individual circumstances.
Meet the team: