All directors will know that they must provide a service address which will be made publicly available at Companies House. However, what may be less widely known is that the service address can be used for a wide variety of purposes, including purposes that are entirely unconnected with the company or directorship in question. All directors, but in particular those who are resident overseas, should be aware of the potential consequences and give careful consideration to the address they provide.
Under s1140 of the Companies Act 2006, a director (or company secretary) can be served with documents at his or her service address, "whatever the purpose" of the document and regardless of whether it is connected to his or her directorship or even to the company concerned. This will encompass service of legal proceedings as well as other documents. The wide effect of the provision was confirmed in 2014 in the case of Key Homes Bradford Limited v Patel and has been reaffirmed in a rush of cases in early 2019. It has even been found to apply to service of a Search Order which would ordinarily need to be served in person on the individual concerned. That decision may yet be subject to appeal but it indicates the willingness of the courts to interpret the provision widely.
s1140 is not new. It has been in force for over 10 years. And it is fair to say that where the director (or company secretary) is resident in this jurisdiction, there may be little advantage in using this method of service over the other methods of service available under the Civil Procedure Rules. However, where the director is resident overseas, service under s1140 enables a claimant to bypass certain legal hurdles that might otherwise need to be overcome.
Overseas directors should therefore give careful consideration to the service address they provide. The cases make clear that a director of an English company who is resident abroad is at liberty to specify an address that is outside the jurisdiction provided the other statutory conditions are met (physical delivery can be effected and an acknowledgement of delivery received). A director may be wise to do so, to avoid giving potential future claimants an easy ride.