In a recent case of DG Resources Ltd v The Commissioners for His Majesty’s Revenue and Customs [2026] EWHC 201 (Ch), the High Court, as appellant court, addressed a significant procedural issue regarding the service of a winding-up petition brought by HMRC against DG Resources Ltd. The company did not raise any substantial disputes with the petition debt, however, it contended that the petition was not validly served at its registered address.
Chief Insolvency and Companies Court Judge Briggs (being the Judge at first instance) concluded that there had been valid service of the petition. Alongside various provisions of the Insolvency Rules 2016, he relied on section 1139 of the Companies Act 2006 which states that “A document may be served on a company registered under this Act by leaving it at, or sending it by post to, the company’s registered office”. The Judge went on to conclude that even if there had been irregular service, he would still not be prepared to strike out the petition for the following reasons:
- The company does not dispute the petition debt;
- HMRC gave the company notice of the debt due to HMRC several times before the petition was presented;
- It informed the company’s agent on 11 December 2024 that a petition was being presented;
- At the same time HMRC informed the company’s appointed agent of the sums due;
- The company’s agent at one point represented that the debt had been paid when it had not;
- HMRC had written to Liberty on 21 January 2025 notifying it that the petition had been presented, and notifying the agent of the date of the hearing; and
- The company had sufficient notice of the Petition and made an application for an injunction.
In some ways this case was unique in that the registered offices of DG Resources Ltd were a Companies House “default address” in Cardiff in accordance with the Registered Office Address (Rectification of Register) Regulations 2024. However, the decision in this case looked at the rules regarding service of winding-up petitions more generally too.
Prior to the appeal hearing, HMRC was forced to concede that there had been invalid service of the petition. This was because the process server instructed by HMRC had made a witness statement stating he had attended the Companies House “default address” in Cardiff and handed the petition to the receptionist. What transpired was that the process server attended a post office in Cardiff and handed it to a postal worker who then posted the petition.
Issues considered by the High Court
The High Court concluded that the Judge was wrong to rely on section 1139 of the Companies Act 2006 given that paragraph 2 to Schedule 4 of the Insolvency Rules 2016 has a specific regime detailing how winding-up petitions are to be served and provides a hierarchical formula as to how petitions can be validly served.
The court went on to also conclude that had the process server deposited the petition in the designated drop-box situated at Companies House’s offices in Cardiff that is likely to have constituted as valid service.
However, had the process server handed it to an individual at the Cardiff office then that would have constituted as invalid service. Even though paragraph 2(1)(c) to schedule 4 of the Insolvency Rules 2016 states that a petition can be handed to an individual who “acknowledges being authorised to accept service of documents on the company’s behalf”, the Judge found that “[t]he 2024 Regulations make clear (i) that the registrar of Companies House assumes no responsibilities in regard to the company and (ii) the company is not permitted a presence at the default address. In these circumstances, even if a person at Companies House was foolish enough to say that they were authorised to accept service of documents on the company’s behalf, the person effecting service could have no reasonable belief in the truth of that statement”.
Although the above case confirms that the Insolvency Rules 2016 dictate whether or not valid service has taken place, it also demonstrates that establishing whether there has been valid service of winding-up petitions is by no means straightforward.
Therefore, if your company has been served with a winding-up petition, whether by HMRC or any other creditor, please get in touch with us urgently so we can advise you on the procedure as well as the underlying alleged debt. Please feel free to email us or call the team on 020 8308 3610.