A major decision has been made by the High Court in the case of Farrer & Co LLP v Meyer 2022. The High Court decided that the section 1140 of the Companies Act 2006 allows legal proceedings to be served on a director at the registered office registered at Companies House. Section 1140 will apply even in the circumstance the director lives outside of the United Kingdom and even if the legal proceedings are unconnected with the company that they are a director of.
Legal documents
In the case defendant was an American citizen resident in Switzerland. The claimant began legal proceedings against the defendant for the non-payment of solicitor’s fees. Legal documents were delivered to the two London companies addresses registered by the defendant at Companies House. She was a director for both companies. The defendant did not reply to the legal proceedings, and this resulted in a default court judgement. The defendant tried to challenge the default judgement on the ground the service at the two registered office addresses was not correct or good service. The application was rejected by the High Court. The court found the legal proceeding had been correctly served and therefore deemed good service.
The impact of this decision is the is that section 1140 can apply even if the director is not present in the jurisdiction and the legal proceedings are served at the registered office. It will also apply in the serving of proceedings against the director in relation to a personal matter and which does not apply to his or her position as a director.
Where a notice is given to Companies House about the change of registered office address, legal proceedings can still be served at the address previously registered. This will apply for a 14-day period starting from the date the change of notice is registered with companies House.
Directors who spent time abroad should ensure the register office should actively be able to accept service of documents and for the document to be sent to the director for their consideration. Companies may use their accountant’s office to ensure any legal proceedings or documents are bought to their attentions. This can be done by having the document scanned and emailed to the Director.
Considering this decision company director must now take steps to ensure they have a mechanism to forward legal proceedings for their attention.
This article acts as guidance and if you need advice on company law, please call the Quest advice line on 01455 852028.
