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Farrer & Co | Are you being served?

Unwary company directors who are ordinarily resident outside England and Wales may be exposing themselves inadvertently to a relatively little-known loophole which can see them served with English court proceedings quickly, easily and without the court’s permission and/or time-consuming foreign service regimes. 

All directors of companies in England are obliged to provide an address at which they will accept service of documents. Many simply give the company’s registered office address, often because they believe it is preferable to avoid publishing their own address on the Companies House website. However, two recent High Court judgments, Brouwer v Anstey [2019] EWHC 144 (Ch), and Idemia France SAS v Decatur Europe Ltd & Ors, only the second and third judgments on this subject, serve as a timely warning of the risks of this approach. 

Under section 1140 Companies Act 2006, a claimant can serve any documents, even those unrelated to the affairs of the company, on a director at the address for service they have given to Companies House.

Directors resident outside the jurisdiction are not obliged to provide an address for service in in England and Wales but if they do so, they are deemed to have submitted to the jurisdiction of the English Court for the purposes of service. Claimants can therefore bypass completely the usual rules for the service of English proceedings outside the jurisdiction. Worse still for the director, he/she cannot then claim not to have seen the documents sent there, as he/she will be taken by the Court to have received them in good time. 

Directors cannot avoid giving an address for service. However, when doing so, they should:

  • be aware of the consequences of their choice of address

  • provide an address at which post will be checked regularly, and 

  • for directors resident outside England and Wales, consider giving an address outside the jurisdiction to avoid submitting to the jurisdiction of the English Courts.

If you require further information about anything covered in this article, please contact Jolyon Connell, or your usual contact at the firm on +44 (0)20 3375 7000.

This publication is a general summary of the law. It should not replace legal advice tailored to your specific circumstances.

© Farrer & Co LLP, June 2019

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