Unwary company directors who are ordinarily residents outside England 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 can receive service of documents, many simply nominate the company’s registered office address. However, a recent High Court judgment, Brouwer v Anstey , only the second judgment on this subject, serves as a timely warning: under section 1140 Companies Act 2006, any documents (even those unrelated to the affairs of the company) may be served on a director by sending it to their registered address.
Foreign directors who give a service address in England, eg the company’s registered office, are deemed to have submitted (for the purposes of service) to the jurisdiction of the English Court and the usual rules on service of English proceedings outside the jurisdiction can be bypassed completely. Worst 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. Therefore, when giving an address for service, all foreign directors should: (a) provide an address at which post will be checked regularly; and (b) unless a director is happy to be subject to the service jurisdiction of the English Courts, give an address outside the UK.
If you require further information about anything covered in this briefing note, 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, May 2019