In Brief
- The High Court previously held that winding up petitions can be served on companies whose registered office is the Companies House default address by leaving it with a Companies House employee who says they are authorised to accept service.
- This decision was overturned on appeal.
- The appeal judge confirmed that paragraph 2 of schedule 4 of the Insolvency Rules 2016 sets out a complete and exclusive regime for serving winding up petitions on companies. Individuals working at the Default Address cannot meet the requirements for service on a person at the registered address under paragraph 2.1 of schedule 4 of the Insolvency Rules 2016.
- Service in accordance with the lesser requirements of section 1139 of the Companies Act 2006 will not be sufficient for these purposes.
- The only way to validly serve a winding up petition at the Default Address is by depositing it in the specific drop box allocated to the company in question.
What was the case about?
We wrote previously about the High Court's decision regarding service of winding up petitions in DG Resources Ltd v The Commissioners for His Majesty's Revenue and Customs [2025] EWHC 2208 (Ch).
In that decision the court considered what constitutes proper service on companies which have the Companies House default address (the Default Address) as their registered address. It concluded that delivery to a receptionist at the Default Address who claimed to be "authorised to accept service" on behalf of the company was valid service. In particular, it found that it was not necessary to provide them to a director, officer, or employee of the company for the service requirements of paragraph 2.1(c) of schedule 4 to the Insolvency Rules 2016 to be satisfied.
That decision has now been reconsidered on appeal, with the appeal judge reaching the opposite conclusion. In doing so, they laid down clear guidance on what will be considered valid service on a company at the Default Address.
Serving a winding up petition at the Companies House default address: the legal requirements under schedule 4 of the Insolvency Rules 2016
The appeal judge held that paragraph 2 of schedule 4 of the Insolvency Rules 2016 (the Rules) provides a "complete code" and "exclusive regime" for service of winding up petitions on a company.
Paragraph 2(1) makes clear that winding up petitions "must be served" in accordance with its provisions (emphasis added). This means that the general methods for serving documents on companies under section 1139 of the Companies Act 2006 - such as leaving documents at or posting them to a registered address - are not sufficient when it comes to winding up petitions. Petitioners must follow the specific steps set out the Rules, or risk the petition being struck out.
Paragraph 2.1 allows for service by handing a winding up petition to a person at the company's registered office who: either is, or who the serving party believes to be, "a director, other officer or employee of the company"; or "acknowledges being authorised to accept service on the company's behalf". If service cannot be effected by providing the documents to such a person then under paragraph 2(2) service may be effected by "depositing it at or about the registered office in such a way that it is likely to come to the notice of a person attending the office".
The appeal judge concluded that the only valid way to serve a winding up petition on a company at the Default Address is by leaving it in "the designated drop-box" allocated to that company at the Default Address. It cannot be validly served on a person at the Default Address.
Why can't winding up petitions be served on a person at the default address?
The appeal judge held that, by definition, there will not be a director, officer or employee of the company at the Default Address. Nor could a serving party reasonably believe anyone at the Default Address to be such a person.
The Court of Appeal then considered whether a winding up petition could be validly served on a person at the Default Address who "acknowledges being authorised to accept service on the company's behalf". It concluded that this would not be valid service: The allocation of the Default Address as the registered address of a company is governed by The Registered Office Address (Rectification of Register) Regulations 2024 (the 2024 Regulations). The 2024 Regulations "make clear" that "the registrar of Companies House assumes no responsibilities in regard to the company" and that "the company is not permitted a presence at the default address".
Accordingly, the Court held, a party seeking to serve a winding up petition on a company at the Default Address could not reasonably believe that any person at the default address was actually authorised to accept service on the company's behalf. This is the case even if that person claims to be so authorised.
What do petitioners need to do?
The key lesson from this case is that parties seeking to serve winding up petitions at the Default Address must follow a very specific method for doing so. They must be sure that the petition is left specifically in the relevant drop-box for the company in question. Handing the petition to a person at the Default Address will not be satisfactory, even if they say they can accept service. It will therefore be very important to get precise and detailed evidence of the exact way in which service was effected to ensure that there is no uncertainty.
In that regard, it is worth noting that in this case it became apparent between the first instance decision and the appeal that the process server had not actually attended the Default Address at all. Rather, it transpired, they had taken the documents to a post office. The person who received the documents was presumably a postal worker rather than a receptionist, and likely had not in fact said they were authorised to accept service. This case is therefore also a clear reminder of the importance of ensuring anyone tasked with effecting service does so precisely and accurately.