Service of court documents under the Companies Act 2006

The rules governing service are primarily contained within Part 6 of the Civil Procedure Rules (CPR), which set out the requirements for how, when and where documents must be served on a party. The aim of these rules is to ensure that parties receive proper notice of proceedings issued against them so that they have an opportunity to respond. As such, the court expects parties to comply strictly with service rules. Failure to do so carries tough penalties, including the striking out or dismissal of claims improperly served. 

If the party to be served is not represented by a lawyer or has not given an address for service, the general rule under the CPR is that an individual should be served at their usual or last known address in the case of service by post. However, there may be instances where the address or whereabouts of an individual is unknown to the serving party. An individual may also reside outside of the jurisdiction of England and Wales, in which case the serving party would need to follow separate service rules under the CPR. This could lead to further complications and delays. Section 1140 of the Companies Act 2006 provides an alternative method of service which can bypass these issues.  

Section 1140 of the Companies Act 2006 

Section 1140 of the Act provides for service of court documents on a director or secretary of a company by leaving those documents at, or sending them by post to, the person's registered address. A person's ‘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 – that being Companies House. There are no restrictions to the provisions – documents can be served under them “whatever the purpose” of them.

Section 1140 therefore sets out a distinct method for serving documents on specified individuals, in addition to the methods of service under CPR Part 6. 

The broad effect of Section 1140 

The provisions contained in section 1140 have broad effect. Section 1140(3) confirms that service at the registered address is valid for any purpose, even if the document bears no connection to the person’s role within the company, or with the company in general. This was confirmed in the 2014 case of Key Homes Bradford Ltd and others v Patel. The court in that case described section 1140 as a “parallel code” entirely separate from the CPR. 

The question of whether section 1140 permits service where it is known to the serving party that the specified individual is domiciled and residing abroad, even though they have an address listed on Companies House which is in the jurisdiction of England and Wales, was answered in the Key Homes case – the court confirming that it is. The court stated: “A director who is resident abroad is entitled to provide an address outside the jurisdiction and, if he does so, permission to serve out of the jurisdiction must be obtained before service can be effected. However, whether he is normally resident outside the jurisdiction or not, if he provides an address for service that is within the jurisdiction then he may be served at that address.” 

Similarly, in the case of Idemia France SAS v Decatur Europe Ltd in 2019, the court held that lack of physical presence at the moment of service is not necessary as long as the person served has made themselves “subject to” the jurisdiction, and “one such way, provided for by s1140, is to register a ‘service address’ that is within the jurisdiction”. 

Taking section 1140 and the case law together, the provision prevents specified individuals from evading service by relocating abroad. By allowing service at any registered address within the jurisdiction, regardless of the person’s physical location, section 1140 acts as an important safeguard against defendants exploiting the technical requirements of the CPR to avoid service. 

Limitations 

Despite the broad scope of section 1140, there are limitations:  

• if the registered address on Companies House is outside the jurisdiction of England and Wales, section 1140 cannot be used to circumvent the procedural rules for serving outside the jurisdiction. In such cases, the court’s permission to serve outside the jurisdiction would be required;  

• where the person being served has filed a notice of change of address with the registrar of companies, the party serving has 14 days from the date of registration to serve at the previous address. After this period, documents must be served at the new registered address; 

• service will not be valid if the party to be served has registered the termination of their company appointment linked to the address on Companies House, unless the address remains registered for another company appointment.