Why You Must Be Registered Office Compliant: Service Of Winding Up Petitions

The recent case of DG Resources Ltd v Revenue and Customs [2025] EWHC 2208 (Ch) highlights the importance of maintaining a registered office that is compliant. It arises from the new rules on company registered offices under the Economic Crime and Corporate Transparency Act 2023 (“ECCT”). 

The HMRC Tax Dispute

HMRC petitioned to wind up DG Resources Ltd for tax debts totalling £1.1 million. The company responded with two urgent applications:

1. To restrain HMRC from advertising the petition in the London Gazette; and
2. To strike out the petition entirely.
   

The petition arose from a long-running dispute about unpaid tax. In May 2024, HMRC issued a demand for £767,589, warning that failure to pay would lead to a winding-up petition. The company did not pay. 

Registered Office Complications

Under the new rules introduced by the ECCT Act, companies must maintain an “appropriate address” where documents sent by hand or post are expected to come to the attention of the company.

Companies House concluded that DG Resources’ registered office at the Blinkbox Business Complex did not meet the statutory requirements. As the company failed to respond to a Regulation 6 Notice under Registered Office Address (Rectification of Register) Regulations 2024, Companies House moved its address to the default Cardiff PO Box.

This development became central to the case: HMRC served the winding-up petition at the default address in December 2024. A process server confirmed personal service at Companies House.

The Company’s Defence

DG Resources opposed the petition on two grounds:

• Tax rebate claim: It argued that trading losses entitled it to a rebate, creating a cross-claim against HMRC.
• Assigned claim: It asserted that it had acquired a claim against HMRC by assignment, said to exceed the debt in question. This was highlighted by the judge as follows:

In addition he claimed that the Company had acquired, by way of an assignment, causes of action against HMRC for “misappropriation of assets” and explained:

“I am in the process of preparing further evidence which provides detailed material concerning the causes of action we have.”

The company also sought to argue that the petition was not validly served.

Issues for The Court

The judge identified two central issues:

Validity Of Service

Did service at the default Companies House address comply with the Companies Act 2006, the Rectification of Register Regulations 2024, and the Insolvency Rules 2016? If not, should the petition be struck out?

The judge’s position was that service was made at the Company’s registered office identified on the register at Companies House: section 1139 of the 2006 Act.

Existence Of A Genuine And Substantial Cross-Claim

Did the alleged tax rebate or assigned claim provide a defence strong enough to defeat HMRC’s winding-up petition? The judge said:

The purported rebate appears to result from losses sustained in the financial year 2023/2024. Mr Maunick says that a tax return was filed recording losses of £7m. The Company has failed to provide any evidence of the claimed losses, how they were calculated or sustained. As HMRC submitted, evidence of profits previously earned against which the losses may be deducted pursuant to section 37 of the Corporation Tax Act 2010 are not in evidence.

Neither is evidence of corporation tax previously paid in respect of which a rebate may become due as a result of those deductions.

The admission of a tax return into evidence is insufficient to establish a substantial cross-claim. In any event, the CT600 is far from complete. It states that accounts and computations are attached to the return. They are not. The Company provides sparse information about its income, chargeable gains, profits before deductions, deductions and reliefs or a calculation of tax said to be outstanding or overpaid. There is no tax reconciliation, although box 780 states that the company had losses of trades of £7,022,856. No documents are provided to support the assertion. No other evidence is given to support a rebate. The available evidence neither explains the origin of the losses nor substantiates the claimed amount.

The evidence is unsatisfactory and fails the requisite test for raising a cross-claim in these proceedings.

I find that there is no genuine and substantial cross-claim.

Why the Case Matters

This case illustrates several important lessons for directors and insolvency practitioners:

• Registered office compliance is critical. Since March 2024, companies can no longer rely on Royal Mail PO Boxes or unsuitable addresses. Failure to maintain an “appropriate address” may mean critical documents – like winding-up petitions – are validly served at a Companies House default address, even if the directors never actually see them.
• Cross-claims must be real and evidenced. Courts will only halt a winding-up petition if the company shows a genuine and substantial claim that equals or exceeds the debt. Bare assertions of rebates or assigned claims are not enough.
• Speed is everything. Once a petition is advertised in the London Gazette, reputational and financial damage follows quickly. Banks often freeze accounts, and suppliers lose confidence. Compulsory liquidation can quickly follow if matters are not addressed expeditiously.

Practical Takeaways for Directors

For directors of companies facing financial or tax difficulties, the DG Resources case offers some clear lessons:

Keep your registered office compliant

• Ensure your company has an “appropriate address” where documents will reliably reach you.
• If Companies House issues a Regulation 6 Notice, act immediately. Ignoring it could mean critical papers get served at a default address you don’t control.

Act quickly if served with a statutory demand or petition

• Do not delay in seeking legal advice. The window between demand and petition is often short.
• Once advertised, damage to reputation, banking facilities and trade can be immediate.

Careful defences needed

• Genuine and evidenced cross-claims may address satisfactorily a winding-up petition.
• Bare assertions of rebates, offsets, or “pending claims” will not prevent HMRC or the court from pursuing liquidation.