November 3, 2026
Directors: Who is actually checking your company’s registered office?
“Our registered office was unmanned” is not a good explanation for ignoring court proceedings. It may reveal a separate statutory breach.
In Angus Construction Developments Limited v Sarkar (Dev) Limited, the defender’s solicitor withdrew from acting. The defender then failed to appear at a peremptory diet, and the sheriff, in compliance with the rules of court, granted decree against it.
The company appealed to the Sheriff Appeal Court. A director explained that the court papers had been sent to the company’s registered office, but that the office was unmanned.
The appeal was refused.
That explanation is particularly significant because section 86 of the Companies Act 2006 requires a company’s registered office to be an “appropriate address”.
This means that, in the ordinary course of events:
- documents delivered there would be expected to come to the attention of someone acting for the company; and
- delivery can be recorded by obtaining an acknowledgement.
Failure to comply, without reasonable excuse, is an offence committed by the company and every officer in default. In Scotland, the offence can result in a fine, with an additional daily default fine for a continuing contravention.
The practical lessons for directors are clear:
- Do not use an address unless post is reliably monitored
- Allocate responsibility for checking and escalating formal documents
- Ensure cover during holidays, staff absences and office closures
- Monitor ongoing court proceedings after a solicitor withdraws
- Instruct replacement solicitors without delay
An unmanned registered office is not simply an administrative weakness. It can result in a decree being granted, enforcement action, judicial expenses, and potential criminal liability.
An empty office is not a litigation strategy.
| John Kydd Partner, Litigation | ||||
|
The information and opinions contained in this blog are for information only. They are not intended to constitute advice and should not be relied upon or considered as a replacement for advice. Before acting on anything contained in this blog, please seek a solicitor’s advice from Gilson Gray.
