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Section 1140 Provides Simple Solution For Service on Individuals In and Beyond Jurisdiction


Section 1140 Provides Simple Solution For Service on Individuals In and Beyond Jurisdiction

The Companies Act 2006 opens up opportunities for service

When considering how to serve documents, CPR Part 6 is typically the starting point. However, rules 6.3 and 6.20 also allow service on companies or LLPs using methods permitted by the Companies Act 2006. Section 1140 of this Act permits serving any person who is a director or secretary of a company at their registered address at Companies House.

Any document can be served on a director or secretary by leaving it at or posting it to their registered address, regardless of the document’s purpose. The service does not need to be related to the person’s role or the company they serve.[1]

If a person provides an address outside the jurisdiction, the usual rules for obtaining court permission to serve documents out of the jurisdiction apply.[2]

A notice of change can be filed to update the service address, but the old address remains valid for 14 days after the change.[3]

If all appointments linked to the registered address are terminated, the address can no longer be used for service.[4]

Precedent set by Key Homes Bradford Limited v. Patel [2015] 1 BCLC 402

Many defendants, often outside the jurisdiction, have been caught off guard by section 1140. Several High Court judges have interpreted this section broadly and without qualification. The first notable case was Key Homes Bradford Limited v. Patel [2015] 1 BCLC 402, where a claim form was served at the defendant’s registered address under section 1140, even though the defendant was outside the jurisdiction at the time. The court ruled that the service was valid, and thus, it had jurisdiction.

Subsequent High Court cases have followed this approach, establishing that claim forms can be served on a defendant who is not physically present, resident, or domiciled in the jurisdiction, using section 1140[5]. This rule is an exception to the general English law principle that courts exercise jurisdiction only over persons within the jurisdiction.

Section 1140’s provision that any document can be served on a director or secretary for any purpose is taken at face value. Consequently, search orders have been properly served at directors’ registered service addresses, even if they were not present or within the jurisdiction.[6]

No limitations on the effects of service under section 1140

There appears to be no restriction on the consequences of service under section 1140. Default judgments can be obtained against overseas defendants relying solely on service at their registered address—even within 14 days after an address change.[7]

Some judges have noted the “surprising” [8]effect of section 1140, but they have not been swayed by objections from overseas directors. These directors often see filings at Companies House as administrative tasks, not appreciating the implications of providing a service address in the jurisdiction.[9]

In Shetty [10], HHJ Pelling QC dismissed arguments against service under section 1140, deeming them unarguable below the Court of Appeal. He did, however, express sympathy for a defendant who had lived in the UAE for nearly 50 years and was known to be in India when served under section 1140.

In Meyer, Kerr J said ‘A director, especially one resident abroad, who incorporates a company in this jurisdiction makes use of that privilege and must therefore accept the risks of doing so. This is proportionate and not unfair. The benefit of incorporation came with this burden’.

Conclusion

The current approach to this issue is clear and consistent, but the Court of Appeal’s stance remains to be seen. Additionally, an unresolved question is what happens when service is attempted at an address that does not meet the requirements for registering company officers’ addresses.

Regulation 10 of the Companies Act (Annual Return and Service Addresses) Regulation 2008/3000 requires that any such address “must be a place where— (a) the service of documents can be effected by physical delivery; and (b) the delivery of documents is capable of being recorded by the obtaining of an acknowledgment of delivery.” How courts might handle service on a registered address that fails to meet these requirements (e.g. a former office building no longer in use) is yet to be determined. In the meantime, section 1140 provides an attractive alternative for claimants seeking jurisdiction beyond the usual CPR Part 6 methods of service.

  • [1] s1140(1)
  • [2] s1140(8)
  • [3] s1140(5)
  • [4] s1140(6)(a)
  • [5] Idemia France SAS v Decatur Europe Limited [2019] EWHC 946 (Comm); Arcelormittal USA LLC v Essar Steel Limited [2019] EWHC 724 (Comm); PJSE Bank “Finance and Credit” v Zhevago [2021] EWHC 2522 (Ch); Farrer & Co LLP v Julie Marie Meyer [2022] EWHC 362 (QB).
  • [6] Arcelormittal USA LLC v Essar Steel Limited [2019] EWHC 724 (Comm). It is not clear the degree to which a Court may, notwithstanding section 1140, order that such orders must be served personally in a particular case, and more attention will need to be given to how this interacts with the usual rules for executing such orders (such as the right to receive an explanation from the supervising solicitor).
  • [7] Farrer & Co LLP v Julie Marie Meyer [2022] EWHC 362 (QB).
  • [8] Njord Partners SMA Seal v Astir Maritime [2020] EWHC 1035 (Comm).
  • [9] PJSE Bank “Finance and Credit” v Zhevago [2021] EWHC 2522 (Ch).
  • [10] Abu Dhabi Commercial Bank PJSC v. Bavaguthu Raghuram Shetty and Ors [2022] EWHC 529 (Comm)

About The Author

Mark Hodgson

Mark Hodgson is the Managing Director of Tremark Associates, one of the UK’s leading providers of investigative services. Mark formed Tremark aged just 25 in 1995 and has over 30 years experience in private investigations and commercial debt recovery industries. He is a leading figure and a campaigner for regulation of the Industry and past President of the Association of British Investigators, a member of the World Association of Detectives, The Chartered Institute of Credit Management, The Institute of Paralegals and an associate member of R3 -The Association of Business Recovery Professionals. Mark splits his time between the Leeds and London Offices. He is a dad of two, a keen runner, cyclist and a Leeds United season ticket holder.


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