In Ishtiaq Baig v Zoheb Hassan [2024] EWHC 3555 (KB), the High Court has given a useful reminder of the far-reaching effect of section 1140 of the Companies Act 2006. 

Where a defendant is associated with an English company (as an officer or a person with significant control) and they are registered at Companies House with a service address in England, section 1140 permits a claimant to serve at the services address and treat the individual as if they are resident in England, regardless of where they are actually located.

This provision can circumvent the need for a complicated process of serving out of the jurisdiction, and therefore warrants careful consideration at an early stage of contemplated litigation.

Key legal points

The section 1140 regime sits outside the usual rules on service of proceedings (under the Civil Procedure Rules). In this case, the defendant tried to argue that he could not be served under section 1140 because (1) he was domiciled outside the UK, (2) the claim form never reached the address, and (3) technical deficiencies in his registered address meant it did not comply with the Companies Act requirements.

The judge disagreed and delivered a reminder on the wide scope of section 1140, as well as certain key elements of the regime. This includes the following points.

• Although the defendant resided in Pakistan, he remained a director of a UK company and had provided Companies House with a registered address in London. Consequently, section 1140 meant that the claimant could effect service of the claim form on the defendant simply by posting the claim form to that London address, without any need to serve the claim out of the jurisdiction.
• Under section 1140(1), “a document may be served on a person to whom this section applies by leaving it at, or sending it by post to, the person's registered address.” It is sufficient for the claimant to correctly post the claim form. There is no to need to check whether the document has in fact been delivered to the correct address and/or received by the defendant, and, in this case, a delivery failure attributed to Post Office industrial action had no impact.
• Section 1140(2) confirms that the regime applies to a number of individuals, including a director or secretary of a UK company, or an individual or legal entity with significant control over a UK company.
• The defendant raised the ambitious argument that, because he had provided a technically deficient address for service (a building which was inaccessible due to building works), section 1140 could not apply. The court rejected that suggestion and held that the registered address is good for service notwithstanding technical failures to comply with the requirements of a service address.
• The provisions apply “whatever the purpose of the document in question" (section 1140(3)). Consequently, the registered address can be used to serve documents (including claim forms) which have nothing to do with the directorship or the company (as previously held in Key Homes Bradford Limited v Patel [2015] 1 BCLC 42).
• The “registered address means any address for the time being shown as a current address in the part of the register available for public inspection” (section 1140(4)). This means the public register maintained by Companies House. That said, if notice of a change of address is filed with Companies House, then “a person may validly serve a document at the address previously registered [for] 14 days” (section 1140(5)). 
• A limitation of the regime is that, under section 1140(8), it cannot be deployed to serve an individual whose registered address with Companies House is outside of the UK. In such circumstances, a claimant will be in much the same position as if there was no address registered and will need to obtain permission from the court to serve the defendant outside the jurisdiction under rule 6.37 of the Civil Procedure Rules. We recently considered this more involved and lengthy process in the context of a freezing order against a third party.

In this case, however, the Claimant was ultimately unsuccessful on the basis that the court lacked jurisdiction to hear the claim under relevant statute.

Conclusion

The section 1140 regime can offer claimants and defendants tactical opportunities. Entrepreneurs and other individuals who reside outside the UK, but who might be subject to litigation in England and Wales, would be well-advised to ensure that any registered address(es) at Companies House are outside the UK. The regime is not expressly disapplied for insolvent companies, and so the same issues could arise even where the subject company is no longer trading.

Meanwhile, a claimant seeking to bring a claim in England or Wales against an individual who resides out of the jurisdiction should consider serving the claim form swiftly on the defendant at an address available under section 1140. The alternative process for service out of the jurisdiction can introduce considerable delay and complexity.