Directors should be aware that simply leaving the country will not prevent them from being served with any document or proceedings. A recent case has held that valid service for any such document will be effected at any address included in a register of directors.
Section 1140 of the Companies Act 2006 outlines that service of a document on a director or secretary may be effected by leaving that document at any registered address . The Civil Procedure Rules, on the other hand, provide that documents may be left at the “last known address”. The case in question, Key Homes Bradford Ltd v Patel [2014] EWHC B1 (Ch.), pointed out that the Companies Act also provides that any register of directors must provide a service address and that it should list a usual country of residence for its directors. The service address could be the registered address.
In Key Homes, the situation in question demanded clarification. The director of a company had an address for service in London, but was ordinarily resident in the UAE. He argued that as he was not resident in the UK when service was attempted, that it had not effectively taken place.
The claimant argued that under Section 1140 of the Companies Act service had indeed been effective as it was left at a registered address.
The court held that the Section 1140 did indeed provide a method of service to any registered address. It was also held that if the director of an English company provides an address that is in England then he may be served at that address regardless of the country of his residence. The director is at liberty to provide an address for service that is not in the jurisdiction. If he does so then permission must be sought to serve outside the jurisdiction in order for the service to be effective.
This case underlines the importance of keeping good records and up to date details in a company’s register. Directors must be wary of any such provisions and ensure they are acting within the correct parameters before leaving the jurisdiction.
If you are unsure about any aspect of your legal position please contact me at e.jones@vertogrouplegal.com or 0207 434 7314 to discuss how we can assist you further.
Editor’s note – see also this guide from HULT Private Capital re start up business investment tips.
Edward Jones
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- Effective Service on a Director - May 1, 2014
