A recent High Court case has highlighted the importance of maintaining basic corporate responsibilities when a company relocates.
In the case of Helice Leasing SAS v PT Garuda Indonesia (Persero) TbK , the High Court ruled that a claim served at the former UK address of an overseas company was still valid, as their new address had yet to be updated at Companies House.
PT Garuda Indonesia leased an aircraft from Helice Leasing SAS, but defaulted on payments. Helice Leasing then issued a claim for unpaid rent. Garuda acknowledged the debt and made some payments towards the outstanding sum. However, they then defaulted on payments once again and Helice submitted a claim for 5.5 million dollars.
At the time, Garuda had ceased operations in the UK and moved location, informing Companies House of the change. However, there was a delay in Garuda informing Companies House of the change and the public record being updated, which resulted in Helice serving the notice of claim to the address on Companies House which was the previous address.
The case then went to court where Garuda argued that the claim was invalid as it had been served at their old place of business.
The court held that the claim was still valid, stating that it was Garuda’s responsibility to ensure they received the claim by handling the change of address process correctly. The company should have made arrangements for the receiving and collecting of correspondence while the changes were made to the Companies Register.
It is the company (rather than the public) that bears the risk in the interim period while Companies House is updating its records and website with the new address.
The judge expressed the importance of everyone being able to rely on Companies House for the correct information. If this was not the case, they explained, then this information could never be relied upon and may always be the subject of litigation in this manner.
Why is This an Important Ruling for Businesses?
If your business is closing or relocating premises, there are understandably a lot of things which need to be considered and it can be easy to forget some of your basic corporate responsibilities.
You need to inform Companies House of the change of address on Form AD01 (which can be filed electronically to speed the process up), but remember that in the interim and until Companies House record has actually been changed, you could still be receiving correspondence to your old address.
Whether the premises have closed completely or been taken over by another business, there are a couple of options for getting hold of anything which has been sent to that address:
Make regular trips to the premises to collect any correspondence or ask someone to do it for you.
If another business has taken over the premises, you could arrange for them to send over anything addressed to you, periodically.
Royal Mail also offer a mail forwarding service for businesses if you need your correspondence sending to your new/another address
If you require advice about corporate responsibilities including reporting any changes to Companies House or submitting or defending a letter of claim, please contact Farleys’ corporate and commercial law specialists on 0845 287 0939 or contact us by email.
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