Division 5 of Part X of the Companies Act 1997 requires every company to have a place where it can be served.
Section 167 — the address for service
(1) A company shall have an address for service in the country.
(2) It may be the company’s registered office or another place, but —
(a) it shall have a readily identifiable street address and must not be at a postal centre or document exchange; and
(b) it shall be a place that is readily accessible during normal business hours.
Paragraph (a) is explicit. The point is that a person seeking to serve process must be able to go somewhere and hand the document over. A box number defeats that, and so does a document exchange where nobody is present.
Paragraph (b) adds the practical requirement: the place must be readily accessible during normal business hours. An address behind a locked gate at an unstaffed site does not comply.
The address for service at any time is the place described as such in the register at that time. The description shall state the address, and where —
(a) the place is at the premises of a firm or other person — state that fact and particulars of the location in any building of those premises; or
(b) the place is in a building occupied by persons other than, or in addition to, the company — state particulars of its location in the building.
The description requirements mirror those for the registered office in section 161(4). A company using its lawyer’s or accountant’s office must say so, and specify the floor and suite.
Section 168 — changing the address for service
(1) Subject to the constitution and to subsection (3), the board may change the address for service at any time.
(2) Notice in the prescribed form shall be submitted to the Registrar for registration.
(3) A change takes effect on a date stated in the notice, not being a date earlier than five days after the notice is registered.
Compare the registered office: under section 162(3) a change takes effect not earlier than 10 working days after registration. The address for service has the shorter period of five days.
Both are Schedule 3 powers that the board cannot delegate — sections 162 and 168 are both on the list.
Registered office and address for service compared
| Registered office — s 161 | Address for service — s 167 | |
|---|---|---|
| Purpose | Where the records are kept and the company is located | Where documents are served |
| Must be in the country | Yes | Yes |
| Accessibility | Identifiable and easily accessible to the public | Readily accessible during normal business hours |
| Street address required | Yes — suburb, street, allotment/section or portion | Yes — and not a postal centre or document exchange |
| May be the same place | Yes — s 167(2) expressly allows it, and most companies use one address for both | |
| Change takes effect | Not earlier than 10 working days after registration | Not earlier than 5 days after registration |
| Delegable? | No — Schedule 3 | No — Schedule 3 |
| Registrar may require a change | Yes — s 163 | No equivalent |
Where the address for service matters
- Service of documents on the company in legal proceedings (s 431) and otherwise (s 432).
- A director’s resignation — under section 135(2) a director resigns by signing a written notice and sending it to the address for service, and it is effective when received at that address.
- It must be stated in the application for registration under section 13(2)(e).
- It is confirmed in the annual return under section 215.
- For an overseas company, Part XX contains its own requirements, and sections 433 and 434 govern service.
Because service at the registered address for service is effective whether or not the document reaches anyone, a company that lets the address go stale can find judgment entered against it, a statutory demand expiring, or a resignation taking effect without its knowledge.
The obligations run both ways for individuals too: section 137(1)(b) requires notice of a change in a director’s name, address or postal address, and section 170(3)(c) the same for a secretary.
Practical points
- Use a staffed address. A professional adviser’s office is the usual choice, and section 167(4)(a) contemplates it — state the firm and the location in the building.
- Do not use a post office box. Section 167(2)(a) prohibits it, and a notice giving one is not a compliant address.
- Plan the changeover. A change takes effect at least five days after registration; keep the old address monitored until then.
- Tell your adviser. If your lawyer or accountant is the address for service, make sure they know to forward process immediately — deadlines run from receipt at the address, not from receipt by you.
- Check it at each annual return, along with the registered office, the directors and the secretary.
Sources
- Companies Act 1997 — ss 13, 135, 137, 161–163, 167, 168, 170, 215, 431–434; Schedule 3; Part XX
Before relying on anything here, read the current text of the Companies Act 1997 and check for later amendments. If a decision matters to you, get advice — start with the Office of the Public Solicitor, or find a firm in the law firms directory.