What is the law regarding addresses on Companies House? What can and can’t be used? Our Senior Associate William Arran answers some important questions and provides some top tips.
Correspondence and residential address – what’s the difference?
It is a legal requirement that every director of a UK limited company provides Companies House with two addresses: a correspondence address and a residential address.
The correspondence address is also known as a service address and is the address at which the director can receive correspondence about the company. This is publicly available at Companies House.
The residential address, or home address, is kept on a private register and only made available to credit reference agencies and certain public bodies.
What can the service address be used for?
Generally speaking this is the address at which the director can receive important correspondence relating to the company, such as from Companies House or HMRC. As it is publicly available, it is understandable that a director will want to avoid their home address being their correspondence address. Many opt for the correspondence address to be the same as the company’s registered office, but it can be different.
Importantly, the correspondence address can also be validly used for the less well-known purpose of serving court proceedings on a director. This will be a concern if a director has neglected to maintain their service address details at Companies House, as they may miss an important court deadline. This risks a CCJ being registered against them.
What does the law say?
Section 1140 of the Companies Act 2006 is the main relevant provision and is entitled “service of documents on directors, secretaries and others”. This section provides that a document may be served on a director by leaving it at or posting it to that person’s registered address. For this section, this is the director’s service address. It is irrelevant if that address is old, wrong, or one that the director does not or rarely attends. Provided that the document is properly served such as by hand or first-class post, this will amount to good service.
Crucially, section 1140(3) expressly states that this section applies whatever the purpose of the document, and it is not restricted to service of documents arising out of or in connection with the director’s appointment of that particular company or in connection with that company. This means it covers private legal proceedings the director may be involved in, which are entirely separate to the company’s affairs.
This section clearly expands the scope for use of a director’s service address and should be of particular interest to a claimant looking to serve proceedings on a hard-to-find defendant.
The courts have consistently confirmed the validity of service of proceedings under section 1140, commenting that it amounts to a parallel code on service outside of the Civil Procedural Rules. The courts have even approved service of documents at the service address of a non-UK resident who used a UK address as their director service address at Companies House (thus offering a claimant an effective way to get round the difficulties and costs of obtaining permission to serve out of the jurisdiction and effecting service abroad).
- Review your director appointments at Companies House regularly, checking all your correspondence address(es).
- Consider consolidating multiple different service addresses to one service address for ease of maintaining and monitoring post to that address.
- Review post forwarding procedures if your service address is not an address that you attend regularly (or at all), to ensure post is immediately forwarded on to you (either by post or email). This is particularly relevant now that many directors may be working from home or only coming to the office occasionally due to COVID-19.
- Remember that even after giving notice to Companies House to change a service address, you can still be validly served at the previous address for up to 14 days from the date of registering the change. You should therefore ensure you can still access the previous address or utilise post forwarding services for the duration of this transition period.
- Don’t ignore any out-of-date addresses. It is a legal requirement for directors to maintain accurate and up-to-date correspondence addresses under the Companies Act 2006. Failure to do so can result in a fine (in addition to potentially missing important correspondence).
- Don’t try and use the excuse of not attending the office or having an out-of-date address to justify an application to set aside a default judgment, as this is unlikely to succeed by itself in circumstances where there was effective service.
The content of this article is for general information only. It is not, and should not be taken as, legal advice. If you require any further information in relation to this article please contact the author in the first instance. Law covered as at April 2022.