Whats the right address for service? Badly written Law?

[mondeoman]

[quote = Companies Act 206, section 303 & 304}]
303 Members' power to require directors to call general meeting
(1)The members of a company may require the directors to call a general meeting of the company.
(2)The directors are required to call a general meeting once the company has received requests to do so....

304 Directors' duty to call meetings required by members
(1) Directors required under section 303 to call a general meeting of the company must call a meeting—
(a) within 21 days from the date on which they become subject to the requirement, and
(b) to be held on a date not more than 28 days after the date of the notice convening the meeting.
(2) If the requests received by the company......

[/quote]

At first glance this would appear to be simple - you (as the members) want a general meeting, so you write to the Directors at their listed correspondence address, because you require the Directors to call a general meeting

But is it? It also states the company has received requests.(303-2 and 304-2)

In that case, you have to write to the company at its registered address.

But why - a company, in and of itself, cant open or read a letter, nor can it book a room, organise a zoom / teams meeting, operate a phone, write and send a notice with an agenda and so on.

Does this mean that you have to write to the Directors at their address, the Directors at the company address, the company at its registered address, the company c/o the Directors at its address or something else entirely? Whats the legal requirement to ensure that the Directors have no wriggle room?

Is there any case law that covers this?

[superlightr]

The company is a legal entity. Write to the company at the companies registered address.

The directors who act on behalf of the company will then action it or not.

ie
To xyz ltd

Dear Sirs,
Please can the directors arrange....


is this to do with a freehold management company by any chance?

Edited by superlightr on Monday 8th November 15:53

Edited by superlightr on Monday 8th November 15:54

[mondeoman]

So a letter to the directors at their correspondence address isn't a valid request? Eg


Name 1, name 2, name 2,
Company name
Directors address

is wrong / invalid / not in accordance with the Act?


And yes, it is. Hateful things.

Edited by mondeoman on Monday 8th November 17:05

[caziques]

superlightr said:

The company is a legal entity. Write to the company at the companies registered address.

The directors who act on behalf of the company will then action it or not.

ie
To xyz ltd

Dear Sirs,
Please can the directors arrange....

This. A company has an address for service because it is legal entity. Shareholders appoint the directors, directors must run the company in the best interests of the company whilst staying within the law.

[mondeoman]

Bummer.

Ok, if its sent to the Directors, not the company as an entity described above, can the Directors ignore the request, if all other aspects are in accordance with the Act ie sent by the required number of members, has genuine business to conduct.

[K4sper]

mondeoman said:

Bummer.

Ok, if its sent to the Directors, not the company as an entity described above, can the Directors ignore the request, if all other aspects are in accordance with the Act ie sent by the required number of members, has genuine business to conduct.

I'd say yes, the Directors' obligation arises only if the members have notified the company that they require the directors to hold the meeting (per s.303(2))

The 21 days in s.304(1)(a) doesn't start running until their obligation arises

[mondeoman]

Hypothetical argument

Registered address is 200 miles from where the Directors live, work and have their correspondence address.
The company has no secretary and no employees at the registered address, in fact it has no employees or secretary at all.

You send a recorded delivery letter addressed to the company to the registered address, no-one there can do anything with it because there is no one there who represents the company in any way. All anyone can do is forward it to the Directors at their correspondence address, addressed to the Directors. They cant send it to the registered address, because thats where it is already.

So how is this any different to sending it direct to the Directors, who are, after all, the only physical beings who can decide to act or otherwise. The company itself (and yes I understand that it is a legal entity) cant do any of the required physical acts.

[markjmd]

There's absolutely no mention in the snippet of legislation the OP's quoted of which address a request must be served at. If you happened to bump into one of the company directors in the pub or supermarket and hand-delivered a correctly worded request to hold a meeting, they'd be hard-pushed legally to claim they "weren't properly served" and then just try to ignore that request.

[Beetnik]

You fulfil the requirement by serving notice on the company at its registered address. No need for recorded delivery especially if there's going to be no-one there to take receipt. Not your problem if there's no-one to open the missive. Sensible to also serve a copy on the directors so you know they're aware but not strictly necessary.

Back in the 70s I once served a winding up order (or similar, it's a long time ago) on one of the Slater Walker companies by lobbing the notice through a broken window of the empty office at the registered address.

[mondeoman]

Consensus then is it goes to the Company, not the Directors. Interesting.

[Boosted LS1]

RO address is correct even if it's the accountants.

[K4sper]

markjmd said:

There's absolutely no mention in the snippet of legislation the OP's quoted of which address a request must be served at. If you happened to bump into one of the company directors in the pub or supermarket and hand-delivered a correctly worded request to hold a meeting, they'd be hard-pushed legally to claim they "weren't properly served" and then just try to ignore that request.

They don't need to be "served". The members need to notify the company before the directors' obligation to convene the meeting arises

[AngryPartsBloke]

mondeoman said:

Hypothetical argument

Registered address is 200 miles from where the Directors live, work and have their correspondence address.
The company has no secretary and no employees at the registered address, in fact it has no employees or secretary at all.

You send a recorded delivery letter addressed to the company to the registered address, no-one there can do anything with it because there is no one there who represents the company in any way. All anyone can do is forward it to the Directors at their correspondence address, addressed to the Directors. They cant send it to the registered address, because thats where it is already.

So how is this any different to sending it direct to the Directors, who are, after all, the only physical beings who can decide to act or otherwise. The company itself (and yes I understand that it is a legal entity) cant do any of the required physical acts.

The fact that nobody exists to do anything with the letter at the registered address is not relevant, that is their problem and not yours. Section 7 of the interpretation Act applies in this case.

Where an Act authorises or requires any document to be served by post (whether the expression “serve” or the expression “give” or “send” or any other expression is used) then, unless the contrary intention appears, the service is deemed to be effected by properly addressing, pre-paying and posting a letter containing the document and, unless the contrary is proved, to have been effected at the time at which the letter would be delivered in the ordinary course of post.

[AngryPartsBloke]

Also, you should note that section 303 does not require the request to be posted, it can be in either hard copy or electronicue format.

[mondeoman]

K4sper said:

markjmd said:

There's absolutely no mention in the snippet of legislation the OP's quoted of which address a request must be served at. If you happened to bump into one of the company directors in the pub or supermarket and hand-delivered a correctly worded request to hold a meeting, they'd be hard-pushed legally to claim they "weren't properly served" and then just try to ignore that request.

They don't need to be "served". The members need to notify the company before the directors' obligation to convene the meeting arises

This is the point I'm trying to nail down: although the company exists as a legal entity, it cant read a letter, whether you post it or email it. In this instance, there are no staff, there is no Company Secretary, there are only the Directors. Anything sent to the Company will end up on the Directors desk, so why bother going through the motions, just send it straight to them.

Example:
You send it to the RO address, no-one reads it, you then take the next steps under 303/304/305/306, either organise the meeting yourself or get a Court Order to arrange the meeting. s.306 (2) is even woollier, there is nothing concerning instructing the Company or the Directors, just that a meeting can be Ordered. So how do you write the Draft Order? If everything starts with a requirement for the Company to be notified (s.303), why doesn't s.306 follow the same logic and explicitly state that its the Company that will get the Order?

[superlightr]

mondeoman said:

K4sper said:

markjmd said:

There's absolutely no mention in the snippet of legislation the OP's quoted of which address a request must be served at. If you happened to bump into one of the company directors in the pub or supermarket and hand-delivered a correctly worded request to hold a meeting, they'd be hard-pushed legally to claim they "weren't properly served" and then just try to ignore that request.

They don't need to be "served". The members need to notify the company before the directors' obligation to convene the meeting arises

This is the point I'm trying to nail down: although the company exists as a legal entity, it cant read a letter, whether you post it or email it. In this instance, there are no staff, there is no Company Secretary, there are only the Directors. Anything sent to the Company will end up on the Directors desk, so why bother going through the motions, just send it straight to them.

Example:
You send it to the RO address, no-one reads it, you then take the next steps under 303/304/305/306, either organise the meeting yourself or get a Court Order to arrange the meeting. s.306 (2) is even woollier, there is nothing concerning instructing the Company or the Directors, just that a meeting can be Ordered. So how do you write the Draft Order? If everything starts with a requirement for the Company to be notified (s.303), why doesn't s.306 follow the same logic and explicitly state that its the Company that will get the Order?

I think you are reading too much into all of this.

Simple write to the company at the RO and if you like also send a copy to each director for their information to assist them. Job done.

[mondeoman]

superlightr said:

mondeoman said:

K4sper said:

markjmd said:

There's absolutely no mention in the snippet of legislation the OP's quoted of which address a request must be served at. If you happened to bump into one of the company directors in the pub or supermarket and hand-delivered a correctly worded request to hold a meeting, they'd be hard-pushed legally to claim they "weren't properly served" and then just try to ignore that request.

They don't need to be "served". The members need to notify the company before the directors' obligation to convene the meeting arises

This is the point I'm trying to nail down: although the company exists as a legal entity, it cant read a letter, whether you post it or email it. In this instance, there are no staff, there is no Company Secretary, there are only the Directors. Anything sent to the Company will end up on the Directors desk, so why bother going through the motions, just send it straight to them.

Example:
You send it to the RO address, no-one reads it, you then take the next steps under 303/304/305/306, either organise the meeting yourself or get a Court Order to arrange the meeting. s.306 (2) is even woollier, there is nothing concerning instructing the Company or the Directors, just that a meeting can be Ordered. So how do you write the Draft Order? If everything starts with a requirement for the Company to be notified (s.303), why doesn't s.306 follow the same logic and explicitly state that its the Company that will get the Order?

I think you are reading too much into all of this.

Simple write to the company at the RO and if you like also send a copy to each director for their information to assist them. Job done.

Its a potential claim, trying to work out if a defence argument that it wasnt received by the Company as it was sent to the Directors would hold up / pass the reasonableness test in court, if it got that far.

Sounds like the consensus would be abandon it now, resend to the Company and copy the Directors for completeness.

[Boosted LS1]

Send to the RO address that is recorded at companies house. If you want then you can also send to the directors.

[mondeoman]

Boosted LS1 said:

Send to the RO address that is recorded at companies house. If you want then you can also send to the directors.

Thanks