A complex court case over conflicting dispute resolution provisions has highlighted a simple, but vital, takeaway on the importance of critical corporate reporting for company relocations during the pandemic. It applies to all UK registered companies and has come about as the result of an increase in unattended offices or those subject to permanent closure due to the pandemic.
The case involved an aircraft operating lease for a Boeing 737 between Helice Leasing and PT Garuda, an Indonesian company with a UK office.
When Garuda defaulted on the payments, the leasing company claimed unpaid rent. The debt was acknowledged and some of the outstanding sum repaid, but when further defaults followed Helice claimed US$5.15 million plus interest. They served notice of the claim on Garuda, using the address shown at Companies House. By this time, Garuda had ceased operations in the UK and moved to a different address, but a delay by Companies House in registering the new address meant the public record had not been updated by the time the notice was served.
When the case reached court, Garuda argued that the original notice was invalid because it had been served at their old place of business, but the High Court held that the notice was valid and that it was Garuda’s responsibility to manage the change of address process. The company should have ensured that arrangements were made for receiving and collecting correspondence during the period between notifying the change of address and it being recorded at Companies House, and to make sure suppliers and others were made aware of the change.
Critical corporate reporting for company relocations during the pandemic
Said corporate expert Mohammed Akram of London solicitors Bowling & Co: “There is a real challenge for company directors in managing their business through these difficult times, and they will have many pressing things competing for their attention. This case shows how critical corporate reporting for company relocations is during the pandemic, and how directors should maintain basic corporate responsibilities and should report changes promptly to Companies House.”
Mohammed added: “A change of address is more likely to have taken place over the last year, with many organisations choosing to permanently or temporarily close offices. Even where it is a temporary solution during lockdown, there is a requirement to notify Companies House within 14 days of changes such as where records are stored, or address details for directors.”
“The staff at Companies House have been affected by the pandemic too, leading to delays in processing changes, so it’s worth remembering that many changes are not in force until they have been approved and published. During that time, it is your responsibility to ensure suppliers and creditors know where to find you, whether by setting up postal redirection or physically checking on post at an old address. It’s also important to notify contacts of the change and to publish the new information via the company website and other communication channels.”
New people and places: making changes with Companies House
This is not legal advice; it is intended to provide information of general interest about current legal issues.
Helice Leasing S.A.S. v PT Garuda Indonesia (Persero) TbK  EWHC 99 (Comm)