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

The Company argues that there is a tension between the Regulations and paragraph 2 of Schedule 4 of the Rules. The essence of the argument advanced at the hearing is that no director, officer or employee was served with the Petition at Companies House. The submission is factually accurate. Accordingly Paragraph 2 (1) (a) and (b) of Schedule 4 to the Rules was not satisfied. Paragraph 2(4) did not apply as the Company had a registered office and is not an unregistered company: paragraph 2(3).

Having established that a director, officer or employee was not served, and HMRC had no reasonable belief that there was service on one of those identified persons, the Company submits that service could only be effected under sub-paragraph (4) of the Schedule. That is by leaving the Petition at the last known principal place of business of the Company (in England and Wales) so that it would come to the attention of “a person attending there”. It is argued that the term “person” should be read legere in contextu so as to mean a director, officer or employee of the Company. Attributing this meaning of a “person” gains strength from the alternative in sub-paragraph (4):

“Or on the secretary or a director, manager or principal officer of the company, wherever that person may be found.”

I do not agree that a “person” is limited to the category of persons set out in paragraph 2 (1) (a) or (4). Paragraph 2(1) (c) envisages a “person” who does not fit the description of a director, other officer or employee or secretary, manager or principal officer of the company. Paragraph 2(1)(c) allows service on a person who is not associated with a company: a person who acknowledges being authorised to accept service of documents on the company's behalf. Similarly, sub-paragraph (2) does not fit well with an interpretation that a “person” must be of a kind mentioned in sub-paragraph (1)(a), (1)(b) or (4)(b). The language used at the beginning of sub-paragraph (2) positively distinguishes between such persons and a person attending the office:

“However if there is no one of the kind mentioned in sub-paragraph (1) at the registered office”

The facts of this case demonstrate the accuracy of this interpretation. Mr Maunick explains in his third witness statement:

“[36] Blinkbox is the location of the company’s physical offices and the address also provide registered office services for the company by a managed reception that receives and handles mail.

[47] Companies House advised that its procedure to verify this was to send a number of letters to the registered office. They duly sent various letters, we received them.”

On his own evidence, Mr Maunick accepts that a person who is not associated with the Company received the correspondence at the Company’s registered address. There is no evidence that the Company provided a single individual at the reception with actual authority to accept service of documents. It is likely that the individuals who work at the managed reception change from time to time. There is no evidence that the Company gave the managed reception actual authority, if it is possible to give an entity actual authority at all.

The answer is likely to lie in an implied authority given to any individual who worked at the managed reception of the Company’s registered office. It is not argued that such authority could not extend to an individual working at a managed reception once the registered office had changed.

The logic of the argument advanced by the Company is articulated by Mr Maunick in his third witness statement:

“[49] Therefore, they must have been aware that the default address had been applied by Companies House but still purported to serve on that default address knowing the petition would not actually come to the company’s attention.”

It is important to state that it is no part of the test for service of a petition that the serving party will know that it will come to the attention of the company. If it were the test knowledge would have to be tested by cross-examination on every occasion a lack of knowledge is raised. The test, even if objectively measured, would create a high hurdle for a petitioner who, ordinarily, would have no knowledge of a respondent company’s operations. The purpose of section 86 of the 2006 Act is to provide certainty for serving parties.

The argument raised by Mr Maunick is said to be bolstered by reason of the failure of HMRC to obtain an order for alternative service. I confess I do not see the relevance of the alternative service provisions other than it was open to HMRC to seek an order for alternative service if compliance with sub-paragraphs (1)–(4) was not available.

It is argued that the Company did not know that its registered office had been changed to the default address.

If a Company officer, including Mr Maunick to whom the Regulation 6 Notice was addressed, read the Regulation 6 Notice posted to the Company’s registered address, it would have had actual knowledge that a lack of response would mean the registered office of the Company would change.

Mr Maunick claims not to have received the Regulation 6 Notice is either unfortunate or inaccurate. As Mrs Urben points out in her evidence, the Regulation 6 Notice was exhibited to one of Mr Maunick’s witness statements. Mr Maunick does not explain how or when he obtained the Regulation 6 Notice.

Mr Maunick states in his first witness statement that the Company has been in correspondence with Companies House to regularise its registered address. The process included Companies House sending correspondence by post and Mr Maunick scanning them into an e-mail to Companies House to demonstrate that the Company had received the correspondence.

It is startling that Mr Maunick does not provide the Court with any of the correspondence between Companies House and the Company where an explanation is likely to have been provided by the Company as to why the Regulation 6 Notice was not acted upon. I observe that there is no evidence that a request was made by the Company in January 2025 that Companies House re-send the Regulation 6 Notice to Blinkbox Business Complex.

In my judgment there is no tension as suggested between the Regulations and paragraph 2 of Schedule 4.

The effect of the Regulations is as follows. Where a Regulation 6 Notice has been served on a company and Companies House reverts the registered address to the default address, a winding up petition cannot be served on a director, officer or employee of that company at the default address. In other words a petitioner’s options for the service of a petition are reduced where a default address takes effect.

The imposition of a default address leaves open, for a petitioner, the option to serve a winding up petition in compliance with sub-paragraph (2) or (4)(b). A petitioner is not bound to serve on a director, secretary or other officer wherever they may be found. It may choose not to. One reason for choosing not to serve one of the named persons is that finding a director, secretary of other officer may cause a petitioner to incur unnecessary costs.

The Regulations coupled with Schedule 4 to the Insolvency Act 1986 permits a petitioner to serve the Company at the default address pursuant to sub-paragraph 2 (1) (c) of Schedule 4: section 86 of the 2006 Act

In this case, the Petition, as a matter of fact, was served at a Company's registered office by handing it to a person who informed the process server that she was authorised to accept service of documents on the Company's behalf. The evidence is consistent with the purpose of the default address.

Other than HMRC properly serving the Petition in accordance with Paragraph (1)(c) of Schedule 4, it is reasonable, in my judgment, for HMRC to infer that the default address was the proper service address for the Company. It was the registered office. HMRC properly satisfied itself that a person was authorised to accept service on behalf of the Company namely, Hannah. I reject the submission that Hannah had to be given actual authority by the Company or a director of the Company. The service rules provided by Schedule 4 to the Rules do not make it a requirement that a person has actual authority. Further there is no necessity to read the legislation by implying actual authority in order for the service provision to work satisfactorily. A purposive reading of the provision requires no implication because its meaning is unambiguous and clear.

It was reasonable for HMRC to infer that the Company, if it was still operating, would take steps to collect its postal correspondence, and given the threats to wind up the Company, it was alert to the strong likelihood that a petition would be presented and served on or soon after 11 December 2024 if the debt was not paid. The Company will have known that it had not paid the debt.

I conclude that the Petition was served in accordance with paragraph 2(1)(c) of Schedule 4 and service took place more than seven clear days before the fated advertisement on the morning of 24 January 2025.

In my judgment service was made at the Company’s registered office identified on the register at Companies House: section 1139 of the 2006 Act.

If Hannah had not informed the process server that she was authorised to accept service on behalf of the Company, compliance with sub-paragraph (2) will still have been achieved. Hannah was a person attending the office and was handed the petition. She was a person within the meaning of sub-paragraph (2).

It was argued before me that the term “person” should be read restrictively in the sense that a “person” must be a director, other officer or employee of the company being served. The submission is not persuasive. There are two reasons. First, sub-paragraph (2) expressly operates in circumstances where “no one of the kind mentioned in sub-paragraph (1)” is at the registered office. Secondly, if Parliament intended that only a director, other officer or employee could accept service of a petition at a registered office it would not have used the language in sub-paragraph (2) namely, “a person attending the office”. The language and context of sub-paragraph (2) permits good service if a petition is deposited in such a way that it comes to the attention of a person who is not a director, other officer or employee but is attending the office.

Part and parcel of the argument advanced that there had been no proper service of the Petition is the consequence of not serving a petition in accordance with the Rules meant that the Company did not have time to apply for a negative injunction. The springboard for the argument is Re Signland Ltd [1982] 2 All ER 609. As the argument was made I shall deal with it.

The Company relied on McPherson and Keay’s Law of Company Liquidation (fifth edition) (3-132-133):

“The danger for a petitioner in acting improperly in giving notice of the petition is that not only might a court dismiss the petition but the court might also restrain the presentation of another petition based on the same debt. As indicated above, if the giving of notice does not take place in accordance with the Rules then that is a ground on which the court may dismiss the petition. The general practice of the court, since Re Signland Ltd, has been to dismiss petitions where the provisions as to time have not been followed, unless the company does not object to the failure to adhere to the time requirements. However, in Re Roselmar Properties Ltd, the court did not dismiss a petition that had been advertised only four days after service. The reason for this was that as the company was not able to pay the debt, was already in voluntary liquidation, and notice of the company’s liquidation had been advertised previously, there was likely to be no or little damage to the company. In a similar vein in Dikwa Holdings Pty Ltd v Oakbury Pty Ltd, the court ordered a winding up even though the advertising of the petition to wind up had occurred before the service of the petition, as the debt founding the petition was not disputed and the non-compliance with the rules had caused no prejudice to the company. The courts have not penalised petitioners where the reason for the non-compliance with the Rules was not their fault, but that of their solicitors.”

Unfortunately the case of Dikwa Holdings Pty Ltd was not before the court during argument. The judgment of Slade J in Re Signland Ltd is short. A petition was presented on 5 January 1982 and the petition was opposed. Slade J referred to the Winding-up Rules of 1949 noting that they:

“provide that, unless the court otherwise directs, every petition shall be advertised once in the London Gazette not less than seven clear days after it has been served on the company and not less than seven clear days before the day fixed for the hearing.”

He explained the purpose of the Rule is:

“to give a company served with a winding-up petition the opportunity to discharge the debt in question, if it is undisputed, before advertisement takes place, with all the necessarily potentially damaging consequences to the company, and (2) to enable the company, if it wishes to dispute the debt, to apply to the court to restrain advertisement. As a matter of indulgence, however, it has been my practice during this term to accept premature advertisement where it has taken place less than seven clear days after service on the company and the company has not appeared to take the point”.

On the facts of Signland Ltd there was a failure to comply with the 1949 rules as the advertisement took place before the petition was served. Slade J said that in these circumstances he would ordinarily strike out the petition as:

“To advertise before service of the petition appears to me not only an infringement of the rules but a serious abuse of the whole process of advertisement.”

Interestingly the petition was not struck out and HMRC were substituted. I infer that Slade J was seeking to show displeasure at the misstep of the petitioner since the purpose of substitution is to permit the class action to continue in circumstances where the substituted party is bound to rely on the same ground as the original petitioner. It follows that Slade J was threatening to exercise his case management powers against the petitioner and when making his decision had an eye on the class nature of the action.

In this case, I have found the Petition was properly served in accordance with the Rules. That is not the only distinction. Other distinctions include:

Given the circumstances of this case I have described, I would not exercise my case management powers as Slade J threatened in Signland Ltd.