Article written by James McKimm, Solicitor, Corporate and Commercial department
As an officer of a company, one should generally be aware of the requirements to have a correspondence address registered at Companies House.
This address is publicly available and is the address at which you can expect to receive correspondence relating to your role in with the company, such as communications from Companies House or HRMC.
However, a recent High Court decision has re-affirmed that, pursuant to the Companies Act 2006, an officer of a company can also be served legal proceedings at the correspondence address registered at Companies House.
This applies even where the proceedings do not relate to your role with the company, and mean documents can be validly served on you at your registered correspondence address even if you reside outside the UK.
Therefore, it is crucial that when selecting a correspondence address, you ensure that you select an appropriate address and one which you can be sure you will be forwarded any relevant correspondence from.
Key Considerations when selecting your correspondence address
When considering where to select as your registered correspondence address, and officer should take account of a number of factors, including but not limited to:
- the fact the correspondence address is publicly available;
- your ability to regularly access the address;
- ensuring there are agreed arrangements for reviewing and forwarding correspondence; and
- who and to what extent you would be comfortable with a someone else opening (and therefore being privy to) correspondence addressed to you.
Below are some thoughts and considerations on some of the options you may consider as your correspondence address.
Your home/residential address:
This would be the most safe and sensible method to ensure you do not miss any important post. It is also the most private and avoids the issue of any staff or third parties having to review (and therefore being privy to) what may be private and confidential correspondence addressed to you.
However, the correspondence address registered with Companies House is publicly available, and can be freely and easily searched and located on the Companies House website. Therefore, may people are quite rightly cautious of having their residential address so easily and readily accessible for privacy and security reasons.
If you have a regular workspace, whether it be in an office or other premisses of the business, you may wish to select that as your correspondence address.
However, with the growth and development of working from home and flexible working, this may not suit your current needs, and may not be an appropriate option for those who spend a significant amount of their working time out and about (such as tradespersons).
The Company’s registered office:
You can link your correspondence address to your company’s registered office address. This will not only mean that all correspondence will be sent to the registered office of the company (where you should already have suitable arrangements for reviewing and forwarding correspondence), but can be set up so that your personal address will automatically update any time the company’s registered office address is changed.
However, if your company’s registered office is the address of a third party, such as your accountants address, then you will need to consider the issues discussed below regarding the use of third-party addresses.
A Third Party’s address:
It may be beneficial for the majority of correspondence to go direct to a third party, for example to your accountant if they provide company secretarial and companies house filings services as well as accountancy services. However, you will need to ensure there are suitable arrangements for opening/reviewing/forwarding correspondence and consider issue of privacy and confidentiality that may arise in relation to sensitive or personal correspondence.
Why this matters
One of the key consequences of selecting an inappropriate correspondence address is that important letters and documents may not reach you in time, or even at all. This can be very costly in terms of time and money, both to you personally and to your business.
In the recent High Court case mentioned at the beginning of this article, papers were served on the defendant at the correspondence address registered with Companies House. However, the defendant was not aware of this and did not receive the papers, and therefore did not respond to the claim in time. Consequently, default judgement was awarded against the defendant.
This can be similar where the matter relates to your role in the business, as authorities such as HMRC or Companies House may issue warnings or notices requiring you to take action.
Therefore, if you are not made aware of such correspondence in time, you could find yourself and/or the company facing fines, penalties and prosecutions.
Ultimately, it is your responsibility to ensure any correspondence reaches you from the correspondence address you provide.
Another issue you may have to consider is that of privacy and confidentiality. If the address you select will require someone else to open and review your post with a view to forwarding it to you, you may need to consider to what extent you are comfortable with that person potentially being privy to private and personal matters.
You should also consider what measures and controls are in place at the address you choose to ensure that such sensitive or personal matters are dealt with in confidence.
There is no ‘one size fits all’ approach when considering where to select as your registered correspondence address. Each individual’s circumstances, business and arrangements will be different.
Therefore, it is important to consider all of the options above and discuss these with your professional advisors, so that you can find the best option to suit your needs and giving you peace of mind that you will receive all correspondence sent to your registered correspondence address.
For further information on registering a company, updating your details with Companies House or any other company related matters, please contact me via email or contact the Corporate and Commercial department on 020 8858 6971.