Companies Act 2006, section 1140

Service of documents on directors, secretaries and others

Part 37 Companies: supplementary provisions

(1)A document may be served on a person to whom this section applies by leaving it at, or sending it by post to, the person's registered address.

(2)This section applies to—

(a)a director or secretary of a company;

[F1567 (aa)a person who is a registrable person or a registrable relevant legal entity in relation to a company (within the meanings given by section 790C);F1567]

(b)in the case of an overseas company whose particulars are registered under section 1046, a person holding any such position as may be specified for the purposes of this section by regulations under that section;

(c)a person appointed in relation to a company as—

(i)a judicial factor (in Scotland),

(ii)[F1568 an interim managerF1568] appointed under [F1569section 76 of the Charities Act 2011F1569][F1570 or section 33 of Charities Act (Northern Ireland) 2008F1570] , or

(iii)a manager appointed under section 47 of the Companies (Audit, Investigations and Community Enterprise) Act 2004 (c. 27).

(3)This section applies whatever the purpose of the document in question.

It is not restricted to service for purposes arising out of or in connection with the appointment or position mentioned in subsection (2) or in connection with the company concerned.

(4) For the purposes of this section a person's “registered address” means any address for the time being shown as a current address in relation to that person in the part of the register available for public inspection.

(5)If notice of a change of that address is given to the registrar, a person may validly serve a document at the address previously registered until the end of the period of 14 days beginning with the date on which notice of the change is registered.

(6)Service may not be effected by virtue of this section at an address—

(a)if notice has been registered of the termination of the appointment in relation to which the address was registered and the address is not a registered address of the person concerned in relation to any other appointment;

(b)in the case of a person holding any such position as is mentioned in subsection (2)(b), if the overseas company has ceased to have any connection with the United Kingdom by virtue of which it is required to register particulars under section 1046.

(7)Further provision as to service and other matters is made in the company communications provisions (see section 1143).

(8)Nothing in this section shall be read as affecting any enactment or rule of law under which permission is required for service out of the jurisdiction.

Definitions used in section 1140

director

In the Companies Acts “director” includes any person occupying the position of director, by whatever name called.

Defined in s.250 · see it in the full Act
company

“company” means a company formed and registered under this Act, that is—

(a)

a company so formed and registered after the commencement of this Part, or

(b)

a company that immediately before the commencement of this Part—

(i)

was formed and registered under the Companies Act 1985 (c. 6) or the Companies (Northern Ireland) Order 1986 (S.I. 1986/1032 (N.I. 6)), or

(ii)

was an existing company for the purposes of that Act or that Order,

(which is to be treated on commencement as if formed and registered under this Act).

Defined in s.1(1) · see it in the full Act

(4) In this section and that Schedule “company” includes any body corporate.

Defined in s.1159(4) · see it in the full Act
overseas company

In the Companies Acts an “overseas company” means a company incorporated outside the United Kingdom.

Defined in s.1044 · see it in the full Act
the register

(2) The records relating to companies are referred to collectively in the Companies Acts as “the register”.

Defined in s.1080(2) · see it in the full Act
the registrar

(3) In the Companies Acts“the registrar of companies” and “the registrar” mean the registrar of companies for England and Wales, Scotland or Northern Ireland, as the case may require.

Defined in s.1060(3) · see it in the full Act
the company communications provisions

(1) The provisions of sections 1144 to 1148 and Schedules 4 and 5 (“the company communications provisions”) have effect for the purposes of any provision of the Companies Acts that authorises or requires documents or information to be sent or supplied by or to a company.

Defined in s.1143(1) · see it in the full Act
enactment

In this Act, unless the context otherwise requires, “enactment” includes—

(a)an enactment contained in subordinate legislation within the meaning of the Interpretation Act 1978 (c. 30),

(aa)an enactment contained in, or in an instrument made under, a Measure or Act of the National Assembly for Wales,

(b)an enactment contained in, or in an instrument made under, an Act of the Scottish Parliament, and

(c)an enactment contained in, or in an instrument made under, Northern Ireland legislation within the meaning of the Interpretation Act 1978.

Defined in s.1293 · see it in the full Act

Cases considering section 1140 (26)

Fund Ourselves Limited (In Administration) v Nadeem Magdy Mostafa Siam & Ors

[2025] EWHC 2985 (Ch) · 5 November 2025Interprets

Interpreted as permitting valid service on a company director at the address nominated through Companies House for all purposes, including documents unrelated to the company’s business. (see para [7])

IPJSC United Company Rusal v Whiteleave Holding Limited & Ors

[2025] EWHC 1995 (Comm) · 10 July 2025Limits

Applies the rule permitting service by leaving documents at or posting them to a person’s registered address. Physical absence from the jurisdiction does not prevent service by that method. (see paras [30], [33], [36]) Confirms that service under section 1140 is not confined to documents connected with the appointment, office or company concerned. (see paras [31], [36]) Identifies an exception where termination of the relevant appointment has been registered and the address is not registered for another appointment. The judgment treated possible changes in Mr Abramovich’s status as relevant to service reliability. (see paras [32], [40]-[43]) Identifies an exception concerning an overseas company that has ceased its relevant connection with the United Kingdom. The provision formed part of the statutory exceptions considered by the court. (see para [32])

Ashraf Mengrani v Ilyas Mohamed & Anor

[2025] EWHC 1131 (Ch) · 9 May 2025Disapplies

Limits the alternative statutory service route. Although the first defendant had a registered address as a company director, section 1140 did not apply because the defendants were sued as trustees in relation to a trust-based pension scheme, not in their capacity as directors. (see paras [49]-[52]) Cited as permitting service by leaving a document at, or posting it to, a person’s registered address; the court held that the provision did not apply on the pleaded trustee capacity. (see paras [49]-[52]) Cited as identifying the persons to whom section 1140 applies, including a company director; the court held that this did not govern service in the present trustee claim. (see paras [49]-[52]) Cited for its statement that the statutory service route applies whatever the purpose of the document; the court did not apply it because the claim was against the defendants as trustees. (see paras [49]-[52]) Cited for the meaning of registered address; the statutory definition did not provide a basis for service in this trustee claim. (see paras [49]-[52]) Cited for the transitional effect of notice of a registered-address change; the court did not apply it to the defendants sued as trustees. (see para [49]) Cited for restrictions on service at a registered address after termination or cessation of relevant company connection; the court did not apply it to the trustee claim. (see para [49]) Cited for the limitation concerning permission for service out of the jurisdiction; the court held that section 1140 itself did not apply to the trustee claim. (see paras [49]-[52])

6 more judgments, and what each says about section 1140, are in the case-law panel in the full Act.

Explanatory note

1459.This section is a new provision. It ensures that the address on the public record for any director or secretary is effective for the service of documents on that person. Subsection ( 3) provides that the address is effective even if the document has no bearing on the person’s responsibilities as director or secretary. This provision also applies to the address on the public record of various other persons for whom the Act requires an address on the public record. Subsection ( 7) similarly makes clear that this section is supplemented by the “company communications provisions” referenced by section 1143.

All the explanatory notes for the Act

Amendments and notes

10 notes from legislation.gov.uk

Amendments

  1. F1567S. 1140(2)(aa) inserted (26.10.2023 for specified purposes, 4.3.2024 in so far as not already in force) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 108, 219(1)(2)(b); S.I. 2024/269, reg. 2(z45)
  2. F1568Words in s. 1140(2)(c)(ii) substituted (1.10.2009) by The Companies Act 2006 (Consequential Amendments, Transitional Provisions and Savings) Order 2009 (S.I. 2009/1941), art. 2(1), Sch. 1 para. 260(7)(a) (with art. 10)
  3. F1569Words in s. 1140(2) substituted (14.3.2012) by Charities Act 2011 (c. 25), ss. 354, 355, Sch. 7 para. 115(a) (with s. 20(2), Sch. 8)
  4. F1570Words in s. 1140(2)(c)(ii) inserted (N.I) (18.2.2011) by Charities Act (Northern Ireland) 2008 (c. 12) , ss. 183, 185, {Sch. 8 para. 13(3)}; S.R. 2011/11, art. 2, Sch.

Modifications

  1. C1764S. 1140 applied (6.4.2007) by The Companies Acts (Unregistered Companies) Regulations 2007 (S.I. 2007/318), reg. 3, Sch. (with reg. 6)
  2. C1765S. 1140 modified (21.2.2009) by The Banking Act 2009 (Parts 2 and 3 Consequential Amendments) Order 2009 (S.I. 2009/317), art. 6(1)(4)
  3. C1766S. 1140 applied (with modifications) (8.2.2011) by The Investment Bank Special Administration Regulations 2011 (S.I. 2011/245), reg. 27, Sch. 6 Pt. 2 para. 5(4)
  4. C1767S. 1140 modified (8.7.2021) by The Payment and Electronic Money Institution Insolvency Regulations 2021 (S.I. 2021/716), reg. 2, Sch. 3 para. 5(c) (with reg. 5) (as amended (4.1.2024) by S.I. 2023/1399, regs. 1(2), 4, 21(7)(b))
  5. C1768Ss. 1139-1142 applied (with modifications) (1.10.2009) by The Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009 (S.I. 2009/1804), regs. 2, 75 (as amended (4.3.2024) by The Limited Liability Partnerships (Application of Company Law) Regulations 2024 (S.I. 2024/234), regs. 1(2), 44; S.I. 2024/269, reg. 2(a))

Commencement

  1. I411S. 1140 wholly in force at 1.10.2009; s. 1140 not in force at Royal Assent see s. 1300; s. 1140 in force for specified purposes at 6.4.2007 by S.I. 2007/1093, art. 2(2)(f) (with art. 11(1)); s. 1140 in force for further specified purposes at 6.4.2008 by S.I. 2007/3495, art. 3(3)(h) (with savings in arts. 7, 12); s. 1140 otherwise in force at 1.10.2009 by S.I. 2008/2860, art. 3(t) this amendment is subject to savings and/or transitional provisions, see the commentary. text for certain specified purposes only, see the commentary.