CR-2025-007581 - [2025] EWHC 2208 (Ch)

The parties agree on the chronology. They have a different view of the events.

In 2023 the Company had failed to pay all the sums owed to HMRC. On 20 May 2024 HMRC wrote to the company to demand payment of £767,589.13. The letter was addressed to its registered office, Blinkbox Business Complex, Kent CT14 6PJ and enclosed a statement of liabilities. The demand letter, signed by Mrs Urben, a debt manager at HMRC, explained the consequences of a failure to make payment in full within 7 days:

“I’ll instruct our Solicitors to present a petition to the High Court to wind up the company. I’ll do this without giving you further warning, on the grounds that the company is unable to pay its debts. Once we’ve filed a petition with the Court, it will be served on the company and then advertised in the London Gazette no less than 7 business days after the petition is served. Once the petition has been advertised, other creditors of the company can ask the Court to add their debts to the petition. Your bank may also decide to freeze your company’s bank account.”

Despite the threat to present a petition, HMRC did not present a petition to wind up the Company following the period of 7 days from the demand.

Liberty Rock Limited (“Liberty”) is a consultancy business that purports to have expertise in asset protection, tax, and accountancy solutions. The Company engaged Liberty to communicate with, and resolve its tax issues with HMRC. In her witness evidence Mrs Urben states that Liberty telephoned HMRC on 7 June 2024 stating that it had received the demand letter and had been engaged by the Company. It is apparent that Liberty wrote to HMRC sometime in June 2024 (the correspondence is not included in the hearing bundle). Later correspondence reveals that Liberty had written after the telephone call disputing the debt said to be due. The basis of the dispute is not clear. If the Company wished to rely on this correspondence it needed to adduce it in evidence. It has not. In any event the debts claimed by HMRC are founded upon returns provided by the Company.

HMRC responded on 2 July 2024 by e-mail asking that Mr Maunick, a director of the Company, provide a disclaimer and authorise HMRC to correspond with Liberty in respect of the Company’s tax affairs.

By e-mail on 11 July 2024 Liberty returned a completed disclaimer and authorisation asking HMRC to correspond by post.

HMRC wrote on 9 October 2024. Mrs Urben says that the file was passed to the in-house legal group. I infer from the background that the letter of 9 October 2024 informed Liberty that the failure to pay the demand had been escalated within HMRC and matters were in the hands of its lawyers.

Liberty responded on 17 October 2024 with a letter endorsed “without prejudice, save as to costs”:

“As previously stated the alleged debt is disputed and not a liquidated sum. For tracing purposes, please note that we are informed that payments were made in the form of cheques sent to HM Revenue and Customs, clearing within three days of receipt. Evidence will be provided to you on or before 15 November 2024. Notwithstanding the company’ dispute of the alleged debt, we now propose to you the company’s offer to pay £767,589.13 on or before 29 November 2024 without waiving any of its claims or rights of set off against HM Revenue and Customs. We therefore ask that you place all action on hold, in order for settlement evidence to be provided and further payment to be effected and confirm the same in writing forthwith. Alternatively, if you intend to instruct the issuing of a winding up petition, please confirm this in writing forthwith, providing at least 14 days notice so we may engage counsel to apply for an injunction against presentation and seek costs on an indemnity basis.”

On 28 November 2024, Companies House sent a notice (“Regulation 6 Notice”) to the Company at its registered office, Blinkbox Business Complex, and addressed to Mr Maunick, in the following terms:

“We have reason to believe DG RESOURCES LTD's registered office address is not an 'appropriate address' as required by section 86 of the Companies Act 2006. This address is also shown for the service address of Mr Ranjeev Maunick as director and PSC of the company (the 'relevant person') and we have reason to believe it does not comply with the requirements of section 1141 (1) and (2) of the Companies Act 2006 (the 'service address requirements'). This notice is given further to an application under regulation 4 of The Registered Office Address (Rectification of Register) Regulations 2024 and regulation 4 of The Service Address (Rectification of Register) Regulations 2024.

We’ll change the address(es) to a default address unless, within 14 days beginning with the day on which this notice is given to the company (or, in the case of the service address, the company and the relevant person):

• the company changes its registered office address/the relevant person’s service addresses or

• the company objects to us changing its registered office address /the company or relevant person object to us changing the relevant person’s service addresses and provides evidence to the satisfaction of the Registrar of Companies that the current registered office address is an appropriate address/ the current service address complies with the service address requirements.

A registered office address is an ‘appropriate address’ if, in the ordinary course of events:

(a)

a document addressed to the company, and delivered there by hand or by post, would be expected to come to the attention of a person acting on behalf of the company; and (b) the delivery of documents there is capable of being recorded by the obtaining of an acknowledgement of delivery.

To meet the ‘service address requirements’ a service address must be one at which documents may be effectively served on the relevant person, and the service address must be a place where: (a) the service of documents can be effected by physical delivery; and (b) the delivery of documents is capable of being recorded by the obtaining of an acknowledgment of delivery.”

The Regulation 6 Notice included: (1) an e-mail address with a reference number to use if the Company wished to object to changing its address, (2) guidance to update an address, and (3) a list of relevant forms to complete if the Company chose to update its address with an “appropriate” address.

The Company did not respond to the Regulation 6 Notice. It did not make representations to the satisfaction of Companies House (or at all) that Blinkbox Business Complex met the requirements of section 1141 (1) and (2) of the Companies Act 2006. It did not seek to update to an “appropriate” address. It did not object to the use of the “default” address. Accordingly on 4 December 2024, the Company’s registered address was changed to PO Box 4385, 12399995 - Companies House default address, Cardiff, CF14 8LH (“the default address”).

On 5 December 2024 Liberty wrote informing HMRC that the debt had been settled:

“Further to our authority on file, please note that our records show that settlement of the Account was made as follows:

£900,000 on 29 November 2024.”

The Company and Liberty appear to have accepted that the payment said to have been made on 29 November 2024 was not paid. It formed no part of the argument before me that the payment was made. HMRC says no payment was made.

On 11 December 2024 Mrs Urben wrote to Liberty in the following terms:

“Thank you for your letter of 14 November 2024 and enclosure.

Please provide me with a copy of your letter dated 15 October 2024.

The letter requiring payment of the sum of £767,589.13 was issued to the company’s Registered Office address of Blinkbox Business Complex, Western Road, Deal Kent CT14 6PJ on 20 May 2024.

The sum of £767,589.13 remains outstanding. However, further arrears have become due and our Solicitor’s Office has been instructed to file a petition for the total amount of £1,104,015.14.

The petition was being drafted on 6 December 2024. In the absence of payment in full, proceedings will continue.”

The letter of 14 November 2024 referred to in the correspondence has not been produced for the court. HMRC did not receive a response to the letter of 11 December 2024.

The Petition is signed and dated 11 December 2024, and is supported by a witness statement made by Mr Tebbutt, a civil servant employed by HMRC. Mr Tebbutt stated:

“The company’s centre of main interests is PO Box 4385, 12399995 - COMPANIES HOUSE DEFAULT ADDRESS, Cardiff, CF14 8LH. Accordingly, the EU Regulation on Insolvency Proceedings as it has effect in the law of the United Kingdom will apply and these will be COMI proceedings.”

The Petition states:

“6.

The Petitioners have made application to the Company for payment of the sum of £767,589.13.

7.

Notwithstanding such application the Company has failed and neglected to pay or satisfy the balance payable or any part thereof.

8.

The Company is further indebted to the Petitioners for interest which has accrued from the date of the application until payment under the relevant statutory provisions and at the statutory rate of interest on overdue tax in force during that period. ”

The evidence of Mrs Urben is that the Petition was served at the address stated on the Companies House website, the default address, on 20 December 2024. Kyle Foster, a process server employed by Excel Civil Enforcement Ltd, provided a witness statement dated 6 January 2025:

“On the 20th day of December 2024 at 15:02 hours, I attended at PO Box 4385, 12399995, Companies House Default Address, Cardiff, CF14 8LH, this being the Registered Office of the above-named Company.

I served the above-named Company, with the sealed Petition by handing it to Hannah, the Receptionist, who acknowledged to me that they were authorised to accept service of documents on behalf of the Company.”

There was no response to the Petition from the Company.

On 21 January 2025 Mrs Urben wrote to Liberty:

“As I received no reply to my letter of 11 December 2024, a Winding-Up Petition for £1,104,015.14 was filed on 11 December 2024. The Petition is due to be heard on 5 February 2025. In the absence of payment in full, HMRC Legal Group will seek a Winding-Up Order.”

The Company quickly engaged the Ellen Court Partnership Solicitors (“Ellen Court”) to act on its behalf and sent a notice of acting to the Enforcement and Insolvency Service at Worthing on 22 January 2025. On the same day Ellen Court wrote asking for a copy of the Petition. Unlike Liberty, Ellen Court were prepared to communicate with HMRC by e-mail and telephone.

At 11:03 on 23 January 2025 Mrs Urben responded by e-mail asking for Mr Maunick to provide a signed disclaimer (as it is called) to confirm that Mr Brunning of Ellen Court was an authorised representative of the Company. Mr Maunick provided the signed disclaimer which was returned within the hour. At this time Ellen Court did not raise any argument that the debt had been paid or was disputed.

In his fourth witness statement Mr Maunick says:

“there was no legal basis for a disclaimer to be required. If the Respondent knew [the] advertisement was booked for the 24th January 2025 and knew there was a solicitor acting for the Company they ought to have immediately released the petition. Our agents had been trying constantly in the days before to obtain the petition and the Respondent simply refused to provide it.”

By the time HMRC knew there was an assertion of a dispute HMRC had sent the notice to the London Gazette which was due for publication on 24 January 2025. The Company made an application for an injunction to restrain advertisement of the Petition on the 23 January, albeit out of hours at 10:47pm. These events are to be seen against the background of Liberty acting as agent for the Company, communicating on behalf of the Company, informing HMRC the debt had been paid when it had not and aware the Petition was being drafted, the amount of debt and the likelihood of presentation if the debt was not paid.

As the Company explained in submissions, the Gazette acted timeously. The advertisement appeared at 00:11am. Although the Company had served a copy of the injunction on HMRC it was not until the following morning at 08:22am that Ellen Court telephoned HMRC to inform it that the advertisement had appeared. HMRC caused a notice of retraction to be published on the same day at 5:20pm.