Service of English legal proceedings on overseas directors
The High Court has very recently decided that an individual who is a director of a UK company can be served with documents, including a claim form commencing English legal proceedings, at his service address for that company, even if the document is not related to that company or his directorship of it. This means that a director who resides abroad can be served with English legal proceedings on any matter if he has a UK service address noted at Companies House, without the need to comply with the usual requirements for service outside the jurisdiction.
The same applies to an individual who is a secretary of a UK company, or a director, secretary or permanent representative of an overseas company with a UK establishment which it is registered at Companies House.
Under the Companies Act 2006, a director of a UK company is required to provide his usual residential address to the company for inclusion in its register of directors' residential addresses, and this information is also included in information about the director held at Companies House. The director must update this information if he moves house. However, this address is not open to inspection by the public, either in the company's own records or through Companies House.
Instead, the director is also required to provide a service address, which might be his residential address, the registered office of the company, or any other address he chooses. The service address does not have to be within the UK. The service address is available to the public both in the company's own records and through Companies House.
Similar requirements apply to secretaries of UK companies and to directors, secretaries and permanent representatives of overseas companies with a UK establishment.
A parallel procedure for service
In the case of Key Homes Bradford Ltd v Rafik Patel, decided on 10 January 2014, the Master considered a previously undecided issue. Several companies wanted to bring proceedings against Mr Patel, who was a former director. They served a claim form on him at two addresses, each of which was shown in the Companies House records as being his service address for one or more UK companies of which he was still a director.
Mr Patel asserted that this was not valid service in accordance with the Civil Procedure Rules. Neither address was his usual or last known address. He was now resident in the United Arab Emirates, and the claim form would have to be served on him there, subject to the need to obtain consent from the Court for service of the proceedings outside the UK.
However, the Court held that the claim form had been validly served on him. Although Mr Patel was correct that there had not been valid service in accordance with the Civil Procedure Rules, the Companies Act sets out a parallel procedure for the service of documents which applies to directors and secretaries of UK companies, and to directors, secretaries and permanent representatives of overseas companies with a UK establishment.
Under this parallel procedure, a document (including a claim form or other document relating to English legal proceedings) can be served on any person within these categories at the service address he has provided in relation to the UK company or establishment, even if the document has no bearing on his role or responsibilities in relation to that company or establishment.
The Civil Procedure Rules do not apply to service of a document under this parallel Companies Act procedure, except in one respect. The Companies Act specifically provides that it does not affect any enactment or rule which requires permission for service out of the jurisdiction. This means that if a director, secretary or permanent representative has given an address outside the UK as his service address, Court permission under the Civil Procedure Rules will still be required before documents can be served on him at that address under the parallel procedure.
Individuals who are resident abroad should note that any service address they give in relation to a UK company or establishment can be used for the service of any document, not just documents relating to that company or establishment. If a UK service address is given, for example the registered office of the relevant company, English proceedings can be served on the individual at that address without Court permission in relation to any matter, whether or not it relates to that company or establishment. This is significant because there are short time limits for defendants to respond to English proceedings, and failure to comply with those short time limits is likely to have serious consequences.
Where the relevant individual resides abroad, he should therefore consider using an address outside the UK as his service address. Individuals who are already directors, secretaries or permanent representatives should review the service address they have provided and change it if appropriate.