In brief
- A winding-up petition was validly served by delivering it to the receptionist at the Companies House "default" address for companies
- The court took an inclusive approach to applying the rules for service of winding-up petitions under Paragraph 2 of Schedule 4 of the Insolvency Rules
- This is therefore a helpful authority for parties seeking to wind-up companies with improper or difficult to serve at registered addresses, or which have the "default" address as their registered address
The case
In DG Resources Ltd v HMRC [2025] EWHC 2208 (Ch), a strange set of facts led to DG Resources Ltd (the Company) being validly served with a winding-up petition at an office they have never visited, by delivery to a receptionist they had never hired.
The facts
HMRC wished to serve a winding-up petition on the Company. However, the Company had its registered office address as a Blinkbox business complex and storage facility site. The site did not have a physical office for the Company, and nor did any staff of the Company work there.
Around the same time, however, Companies House wrote to the Company notifying it that the Blinkbox address was not an "appropriate address" for use as a registered address under section 86 Companies Act 2006. Companies House asked the Company to provide a new, appropriate registered address. Absent such new address being provided, Companies House would change the office address from the Blinkbox site to the Companies House default address in Cardiff (the Default Address). The Company did not provide Companies House with an alternative address. As a result, Companies House changed the Company's registered address to the Default Address.
Shortly after this, HMRC served the winding-up petition at the Default Address by handing it to a receptionist. The receptionist explicitly acknowledged being authorised to accept service of documents on behalf of the Company. The Company challenged the validity of this service. It claimed that, as a result of the allegedly improper service, the petition had not come to its attention until a month later. It argued that HMRC should be restrained from advertising the petition and that the petition should be struck out.
The court's view
The Company argued that service was invalid because no director, officer or employee of the Company was served with the petition at the Companies House, and therefore paragraphs 2(1)(a) and (b) of Schedule 4 of the Insolvency Rules 2016 were not satisfied. The Company further submitted that service could only be affected by leaving the petition at the last known principal place of business, so that it would come to the attention of a director, officer or employee.
The court rejected this interpretation, finding that paragraph 2(1)(c) requires only that the documents are provided to a "person" who acknowledges being authorised to accept service of documents on the Company's behalf. That person need not be a director, officer or employee of the relevant company themselves. Therefore, the petition was properly served at the default address when it was handed to the receptionist, due to the fact she informed the process server that she was authorised to accept service of documents on the Company's behalf.
The court found it reasonable for HMRC to believe that the Default Address was the proper service address for the Company, as it was the registered office shown on Companies House records. Importantly, the court rejected the submission that the receptionist had to have been given actual authority by the Company or a director to accept service for service to be valid. The court found that the service rules do not make actual authority a requirement.
However, and in any case, the court also found that even if the receptionist had not confirmed she was authorised to accept service, the petition would have been validly served. As the receptionist was a person attending the office, it would have been reasonable for the process server to believe that she was an employee or other officer of the Company, which would satisfy paragraph 2(1)(b). The court roundly rejected the argument that "person" should be read strictly to mean only a director, officer or employee.
Practical implications
At a glance this case might seem alarming. How can a document which could prove an existential threat to a company be validly served to an address you have never been to and handed to a person you have never met?
Fortunately, such a nightmare situation can be easily avoided. Simply ensure your company is registered to a valid address, and perhaps most importantly, do not ignore correspondence. The Company had every opportunity to respond to HMRC and avoid this situation; unfortunately they did not take them.
It also helps to consider the alternative. As a creditor, it would be frustrating beyond belief to be unable to wind-up a company simply because they are registered to an improper address which does not allow for valid service. It would be even more problematic if the Companies House Default Address was not one at which such documents can be served. Fortunately, this decision clarifies the broad range of persons upon which documents can be served (provided they are served at the registered address). This should mean that this situation will be avoided, at least in most cases.