Service of Petitions on Companies House Default Addresses: Key Rulings and Practical Implications

The Court of Appeal has handed down its judgment in DG Resources Ltd v The Commissioners for His Majesty’s Revenue and Customs, a decision that clarifies how winding‑up petitions must be served, an issue with implications for the 30,000 UK businesses using the Companies House default address for receiving official mail.

Background

DG Resources Ltd owed HMRC £1.104 million. 

On 11 December 2024 HMRC presented DG Resources with a winding-up petition. 

The petition came before Chief ICC Judge Briggs, who made several key findings:

• DG Resources did not dispute the debt and had no genuine cross-claim;
• Service of the petition had been properly effected; and
• Even if there were any irregularities in service, the Judge would not have struck out the petition.

DG Resources appealed the petition on technical grounds concerning the issues of service and validity, seeking to delay the winding-up process.

Key Issue on Appeal: Was the Petition Properly Served?

• Registered Office at Companies House Default Address

The company’s registered office had been set as a Companies House “default address” in accordance with the Registered Office Address (Rectification of Register) Regulations 2024. This allows a company’s registered office to be reset to a Companies House default PO Box if its existing address is deemed defective. The court determined that this default address is intended as a temporary and unsuitable location, designed to prompt companies to update their registered office. Furthermore, Companies House does not play any role in receiving documents for the company, nor is the company permitted to be present at this address.

•  The Insolvency Rules and the Petition Service Code

Schedule 4, paragraph 2 of the Insolvency Rules 2016 (“the Insolvency Rules”) sets out a strict, exclusive hierarchy for serving winding-up petitions, constituting a complete code. Section 1139 of the Companies Act 2006 cannot be used as an alternative. The court held that service must adhere to the Insolvency Rules and cannot be satisfied by simply posting to the registered office. Specifically, when the registered office is a default address, service must be effected under paragraph 2(2) of the Insolvency Rules, by depositing the petition at or about the default address in such a manner that it is likely to come to the notice of a person attending the office. This scenario, termed “Case 1” in the judgment, is the sole valid method for serving a petition on a company at a Companies House default PO Box.

• Defective Service by HMRC

HMRC’s purported service of the petition was found to be seriously defective. The process server claimed to have personally handed the petition to “Hannah, the receptionist” at the Companies House default address. However, investigation revealed that:

• The process server had actually visited a local post office, not Companies House;
• “Hannah” was a postal worker, not an officer or agent of the company; and
• The petition was subsequently simply posted.

Apparent service was therefore characterised as a “serious irregularity” and did not correspond to any recognised method of service in the hierarchy set out in the Insolvency Rules.

Consequences of Irregular Service

Despite DG Resources being aware of the petition for several months and despite them lacking any substantive defence, the appeal was successful for the following reasons:

• HMRC’s Misleading Account

HMRC had unintentionally misled the lower court by providing an incorrect account of how service was effected, which led the Judge in the underlying claim to believe service had been properly carried out.

• Importance of Procedural Compliance

The High Court made it clear that irregular service does not automatically render a petition void. However, where the irregularity is significant and the petitioner has contributed to a misleading impression, the petition will typically be set aside.

• Petition Struck Out Despite Undisputed Debt

Due to the gravity of HMRC’s procedural error and the necessity for lawful service of originating process, the petition was struck out. HMRC is required to recommence the process from the beginning.

Practical Implications for Insolvency Practitioners and Creditors

This judgment has important implications for creditors serving petitions on companies whose registered office has been changed to a default Companies House address:

• Section 1139 CA 2006 Insufficient for Petitions

Petitioners cannot rely on simply sending documents to a Companies House PO Box nor can they rely on the ordinary service rules of the Companies Act. In the circumstances of serving a winding-up petition, only the Petition Service Code in the Insolvency Rules applies and must be applied.

• Only One Valid Method of Service at Default Addresses

The only proper method is to deposit the petition at or about the default address in a way that is likely to bring it to the attention of a person attending the office (paragraph 2(2)). Handing it to random postal staff, Companies House reception, or using ordinary post does not suffice.

• Incorrect Assumptions About Companies House Can Invalidate Service
• Companies House does not act as agent for the company.
• Companies House cannot accept service and will not forward mail from default addresses.
• Any attempt to serve via Companies House staff or postal workers risks invalid service.
• Consequences of Invalid Service

The consequences of invalid service are severe, even where the company is insolvent. The court emphasised that serious irregularities will result in the petition being struck out, requiring the petitioner to begin the process anew, with the associated loss of time and priority. An undisputed debt does not remedy defective service. The judgment reinforces the principle that service of originating process, such as petitions, is constitutionally significant and must be carried out with exactness.