In many of our recent blog entries here at London Registrars, we have drawn attention to the considerable effect that process agents can have in relation to disputes that arise between multiple parties. 

The conclusion of one such dispute several years ago, between the Greek lender Piraeus Bank and three defendants, served as a further demonstration of the crucial service performed by process agents. 

What were the details of this case? 

The dispute in question – Piraeus Bank v Grand Anemi Limited (and others) [2018] EWHC 974 (Comm) – related to the breach of a 2009 loan agreement (and related indemnities) between, among others, Piraeus Bank and Grand Ameni. 

Under this loan agreement, $86 million was owed. The borrower and the corporate guarantor were companies incorporated in Malta and the Marshall Islands that later ceased to function. 

Contained in the agreement was a provision irrevocably appointing a London service agent, who would have the responsibility of acting as an agent for Grand Ameni and receiving and accepting any documents related to English proceedings. 

Piraeus Bank later served proceedings on Grand Ameni’s agent, only for the agent to resign two weeks later. 

What was the ruling of the court? 

Jacobs J ruled that Piraeus Bank’s service of the Claim Form on the defendants in the case via a contractually nominated service agent in London had been valid service, given that the appointment had been irrevocable. It therefore did not matter in this regard that the service agent later purported to resign from the appointment. 

As a consequence of this, it was possible for any further documents to also be served on the nominated service agent. In addition, the court granted permission to serve the personal guarantor, a Greek national, outside of the jurisdiction via a contractually nominated attorney-at-law in Greece. 

Important lessons arose from this case in relation to process agents 

The outcome of this dispute underscores how vital it is to make sure any appointment of a process agent is expressly stated to be “irrevocable”. 

Doing so will mean that in the event of the agent resigning or the relevant defendant withdrawing the agent’s authority, service may still be affected on that agent, unless the parties expressly agree to a different means via which service can be affected.  

Is your organisation in need of the services of process agents to enable your compliance with contractual obligations? If so, we can take on this crucial role for your organisation here at London Registrars, helping to ensure the utmost peace of mind; simply call 020 7608 0011 or send us an email for further information. 

For all manner of organisations both within and outside the UK, there will undoubtedly be a need to get to grips with a wide range of different requirements, functions and terms so that they can ensure compliance with various legal and/or contractual obligations.

One such function is that of the process agent, which can be a source of confusion for some organisations, not least given the many different terms that can be used in reference to what is essentially the same role.

You might have come across mentions of “process agent”, “agent for service of process”, or “resident agent”, which all refer to basically the same thing.

Within the UK, a “process agent” may also be called a “registered agent”. In both cases, the “agent” is someone who accepts service of notices, proceedings or documents on behalf of their overseas clients.

This arrangement helps to ensure that in the event of a dispute between two parties based in different jurisdictions, it will be possible for papers to be correctly served via the defendant’s process agent, instead of the claimant needing to attempt to serve those papers abroad – the latter an often complicated and lengthy process.

So if, for instance, you are a non-UK business looking to raise a loan from a UK institution, the lending party will almost certainly demand that you appoint a UK-based process agent, to facilitate the means of redress in the event of you defaulting on the loan.

So, would a process agent and a registered agent be exactly the same role?

This is where matters can become slightly more complicated. Although within the UK, a “process agent” and a “registered agent” can be taken to be essentially the same thing, this is not necessarily the case in other parts of the world.

In the United States, for example, while a process agent and a registered agent can both be considered an agent for service of process, a registered agent may be appointed by a company that is forming a business in another jurisdiction or looking to do business in that jurisdiction, and it is a role that is more public than that of a process agent.

Most US states require the name and contact information of a registered agent to be included in the business’s formation documents. This means a given company’s registered agent will be a publicly listed entity.

The role of a registered agent in this context, then, would be as a designated person to receive service of process and other official documents on behalf of a registered business entity such as a limited liability company or corporation. The registered agent would then be responsible for informing a member of the business (usually a contact named in the process agency agreement) or the corporate secretary, the director or governance officer – of the documents having been received.

It might seem a subtle difference between a process agent and a registered agent, but in summary, a registered agent is appointed in public documents for entity formation, whereas a process agent is appointed in private contracts.

And whereas a loan agreement is a typical example of when a process agent might be required, in the US, a registered agent would be needed for the purposes of public record filing with the Secretary of State (SOS), or whatever the equivalent office would be in other jurisdictions.

In the UK, there is a need for a company being formed to have a registered office in the country of incorporation; however, this is not a direct equivalent to the registered agent role in the US.

If you have been a party to a contract requiring the appointment of a process agent in the UK, why not make London Registers your agent for service of process?

Hopefully, the above has helped make clear that whether you are in need of a process agent or a registered agent, it can be a crucial role for someone to occupy on your organisation’s behalf.

To learn more about our own process agency service or any of the other ways in which we can assist with your organisation’s day-to-day governance and compliance needs, please feel free to contact our team by phone or email.

January 2023

As we have previously referenced here on the London Registrars blog, a process agent in the UK can provide an invaluable service for non-UK based entities.

English court procedure rules require that papers be served in order to start proceedings correctly. However, it can be a lengthy and complex process to attempt to serve such papers abroad, in the event that a party to an agreement does not have an address in England.

It is precisely because of this that many a UK entity providing a service or loan might demand that an overseas entity appoints a process agent in the UK. Such an arrangement typically involves the overseas entity agreeing that service at the UK process agent’s address would constitute proper service for the purposes of the court procedural requirements.

A disagreement over an “incorrect” process agent or address

A fascinating case study of the crucial role that a process agent in the UK can play is provided by one dispute that arose some years ago, in the case of Aquila WSA Aviation Opportunities II Ltd v Onur Air Tasimacilik.

The details of the case were as follows: Aquila, a finance company in Ireland, entered into an aircraft lease agreement with the Turkish airline, Onur Air. Included in the lease was a non-exclusive jurisdiction clause in favour of England, and the lease was governed by English law.

Another important part of the agreement was a process agent clause, which required Onur Air to irrevocably appoint Corporation Service Company (CSC) as its English-based agent for service of proceedings. It was also stipulated by the clause that, in the event of the agent’s appointment being terminated, Onur Air was required to appoint a replacement as soon as practicable.

Prior to completion, a letter was provided by Onur Air, confirming that Corporation Service Company (UK) Limited (CSCUL) had been appointed as its process agent. The letter said that the appointment was effective for one year.

Fast-forward another 15 months, and Aquila tried to serve proceedings on the agent set out in the lease – CSC – at the address given. It turned out, however, that there was no such entity as CSC, with the stated address being a building site.

Aquila then turned its attentions to effecting service on Corporation Services Company Limited (CSCL) at its registered address, relying on the fact that the person who accepted the documents’ delivery confirmed he was able to accept service on Onur Air’s behalf.

Not only this, but Aquila sent copies of the proceedings to Onur Air’s address in Turkey, “for information only”. The airline also accepted that it had become aware of the proceedings.

Despite all this, Onur Air brought an application disputing service, on the grounds that the agent’s appointment had lapsed, and/or service was affected on the wrong entity, and at an address that was not stated in the documents.

English courts don’t look favourably upon parties that unreasonably try to evade service.

The court accepted that the proceedings had not been served with “all the perfection and form which is technically required”. However, it ordered that instead of Aquila being required to make another attempt at serving the proceedings, or making an order for substituted service, the proceedings should be deemed as having been served in a valid manner.

Aquila had demonstrated good reasons for the steps that it had taken, this being a case of a genuine attempt to serve proceedings. It was also noted that CSCL and CSCUL had the same registered address, and were part of the same corporate group.

The court also gave considerable weight to the fact that Onur Air had found out about the proceedings through the initial attempted service on CSCL, in addition to being notified more informally by the copy that was sent to its Turkey address. Indeed, the airline had filed an Acknowledgement of Service within two weeks of service, so it could not be said that Onur Air had been in any way prejudiced.

Overall, the case demonstrates just how powerful irrevocable clauses in contracts can be – and the crucial part that can be played by a process agent in the UK.

It is further evidence that the courts will not allow someone without any control over the appointment of an agent, to be disadvantaged at the hands of a defaulting party. Instead, the emphasis is placed on the importance of the appointing party keeping its arrangements up to date.

The case draws attention, too, to the need to ensure the process agent clause is drafted so that all appropriate provisions are included, not least a mechanism for the nomination of replacement agents.

Our process agent service can help bring your organisation peace of mind.

Are you interested in learning more about how London Registrars can act as your cost-effective and dependable process agent in the UK, helping to ensure your organisation complies with its contractual obligations?

If so, you are very welcome to reach out to us by phone or email, so that you can have an in-depth conversation with us about our expertise and services.

December 2022

If you have ever questioned the crucial role that process agents can play in financial transactions between UK and non-UK parties, it might be instructive to look at just one example of a dispute that arose several years back.

The case in question, Banco San Juan Internacional, Inc. v Petroleos De Venezuela, S.A., culminated in an English court considering whether the borrowing party had been validly served, in a situation where the borrower had not complied with its contractual obligation to make sure there was always a service of process agent in place.

What were the details of the case?

The two parties in the proceedings were the Puerto Rican bank, Banco San Juan International SA (BSJI), and the Venezuelan oil company, PDVSA. The two parties entered into a loan facility agreement dated 2016, and then another in 2017.

Contained within these facility agreements were identical process agent clauses, as are widespread in cross-border financial transactions.

The clauses set out that the borrower – PDVSA – was “obliged forthwith to appoint a process agent to be an authorised agent for service of proceedings in England”, and that “if for any reason the process agent ceases to be such an agent, then PDVSA must forthwith appoint a new agent and notify that appointment within 30 days of the process agent ceasing to be agent.”

Crucially, the contract also followed this up with: “If PDVSA fails to comply with its obligation to appoint a new agent for the service of process, the lender may appoint an agent for service of process on PDVSA.”

In line with the requirement of the 2016 facility agreement, PDVSA put in place a process agent; however, when this appointment lapsed in 2019, the company did not appoint a replacement. The 2017 facility agreement, meanwhile, never saw a process agent appointed by PDVSA.

BSJI and PDVSA subsequently found themselves in dispute, and with there not being any process agent in place as appointed by PDVSA, BSJI made its own appointment of a new process agent on the borrower’s behalf.

PDVSA did not acknowledge service, and when BSJI applied for summary judgement, the borrower argued that the sending of the claim to the new process agent did not constitute good service on PDVSA.

What was the outcome of the court case?

PDVSA made a number of arguments in its defence in the case. These included that BSJI’s direct appointment of the new process agent without PDVSA’s approval meant the new process agent could not be said to be an “authorised agent”, as the process agent clause required.

The borrower also argued that the process agent clause did not survive after the date on which BSJI had refused to advance further sums to PDVSA in accordance with the facility agreements’ terms.

In addition, PDVSA reasoned – with regard specifically to the 2017 facility agreement – that the borrower could not be said to have failed to appoint a “new” process agent, given that no process agent had ever been put in place in relation to that facility in the first place. It said that this meant BSJI should not have the right to appoint an agent on the borrower’s behalf.

The Judge (Foxton J), however, rejected these arguments. The court stated that the reference to an “authorised” agent, for example, must mean authorised under the terms of the credit agreement. The court concluded that if the bank appointed an agent on the borrower’s behalf after the latter’s failure to do so, then by definition, that agent was the defendant’s “authorised” agent.

Foxton J also stated, in response to the defendant’s argument that it was “unfair” for it to have a process agent imposed on it that was not of its own choosing, that there was no such unfairness, reasoning: “If the defendant did not want to be at risk of an agent being appointed who it does not like [or] on terms of appointment that it did not like, all it need do is comply with its contractual obligation to appoint an agent in the first place.”

Finally, with regard to the 2017 facility agreement, the Judge also objected to the defendant’s interpretation of the word “new” in the context of the clause. He said that the bank’s ability to put in place a new process agent for that agreement did not depend on the borrower having previously appointed an agent, likening the situation to one where “someone who has never owned a coat may still be said to buy a new coat, notwithstanding the fact that it is not a replacement”.

A reminder of the significant role that a process agent can have

The above may have been just one judgement, but it nonetheless underlines just how crucial it can be to ensure the appointment of a service of process agent in relation to cross-border transactions.

For a more in-depth discussion of the comprehensive and cost-effective process agent service that London Registrars can provide, and to take your first steps in what could be a longer-term relationship with us, please do not hesitate to contact our team.

November 2022

In our previous blog post here at London Registrars, we wrote about the significance and role of a process agent service, including what a process agent is, in what circumstances it might be needed, and who can act as a process agent.

Turning to part two of our guide, we will answer more of our readers’ and clients’ pressing questions, so that you can be sure of only making the most informed decisions for your own organisation’s requirements.

What is a process agent letter?

The term “process agent letter” refers to the letter that appoints a process agent in England and Wales (also known as the Process Agency Agreement) so that the agent can accept legal proceedings on behalf of a party that has submitted to the English courts’ jurisdiction, but which lacks a registered office in the jurisdiction.

How might a process agent be involved in a loan agreement?

A process agent service is often especially appropriate in situations involving loan agreements – for example, where an organisation from outside the UK may wish to borrow money from an institution based inside the UK, or from any organisation under UK jurisdiction.

In this situation, the borrower can expect to have to agree to the appointment of a process agent, as part of the conditions set by the lender. This, in turn, will mean that in the event of the borrower failing to keep up with their repayments on the loan, there won’t be a need for the UK lender to attempt to serve papers abroad in order to start legal proceedings, and the borrower is assured that the UK Courts will accept that service has been duly given if a UK process agent is involved.

Is a process agent needed for arbitration?

One potential scenario meriting consideration for those looking at a process agent service, is the situation if a contract between the two parties contains an arbitration clause. Such a clause may set out that the arbitration award will be final and binding, with no option to appeal to a higher court.

If, then, a lender wishes to commence arbitration proceedings in light of a borrower having defaulted on their loan, the question is raised of how the borrower can be properly notified, and how the lender can ensure arbitration will result in an enforceable order.

In a situation like this, a process agent service can help eliminate any doubt as to whether the borrower is properly notified of arbitration proceedings. Including provision for this in the loan contract – including setting out which specific individual or organisation should be served documents – can help make service of proceedings a more straightforward process, with less ambiguity for the parties involved.

Hopefully, in the case of any given agreement between a UK and non-UK party, the need for arbitration will not arise – and with various other factors needing to be considered in the drafting of arbitration clauses, a process agent service might not always be essential. It could, however, help provide some security and peace of mind, so that the lender can be confident of holding a borrower to an agreement.

For answers to any of the further questions you may have about process agency services here at London Registrars, please don’t hesitate to reach out to our experts via phone or email. We will be pleased to help ensure you make the right decision on whether your particular requirements call for the use of a process agent service.

September 2022

The role that process agents play in cross-border financial transactions can sometimes be misunderstood. So, in a nutshell, what is a process agency, or process agent, and what else does your organisation need to know about them?

What are process agent services?

The short answer to the question of what a process agency is, is that it is a local agent or agency in the UK where the client (based overseas) doesn’t have a presence, but is nonetheless entering into a legal agreement that would render it subject to UK jurisdiction.

The idea is that the process agent acts as an appointed representative of the client, to accept service on behalf of the foreign client, with court or arbitration papers able to be served upon them, as might be required from time to time in relation to international finance transactions.

Process agent services therefore typically include the process agent accepting service of notices, proceedings, or documents on their overseas client’s behalf. Process agents come into play in situations where – perhaps due to contractual obligations – the given documents, notices, or proceedings cannot be served abroad.

Why do you need a process agent?

You might look to process agents when you are involved in an international transaction concluded under UK jurisdiction, in which one or more of the participating parties lacks a physical presence or address within the UK.

For example, if you are an organisation from outside the UK that wishes to raise a loan from a UK institution, you will be expected to appoint an English process agent, so that court proceedings can be delivered to this agent in the hopefully unlikely event of your organisation defaulting on the loan.

Is a process agent required under English law?

English law doesn’t in itself demand that your organisation appoints a UK process agent for a given international transaction; however, the other party (this often being the lender) is likely to have made the appointment by you of a UK process agent a condition of your agreement.

Serving the papers on the designated UK process agent assures the court that the legal action can proceed and reassures the counter-party that they will be able to more easily enforce the terms of the legal agreement instead of having to go through the otherwise complicated and longwinded process of trying to validly serve papers abroad.

Who can act as a process agent? 

Both individuals and organisations can be appointed as process agents, with the responsibility of receiving, accepting, and acknowledging service of process on another party’s behalf. This includes ongoing acceptance of service and court papers in the event of more protracted disputes between the parties to a given agreement.

Here at London Registrars, we enjoy a strong reputation as comprehensive and competitively priced process agents. We can act with speed and efficiency, even perhaps setting up and concluding your agreement on the same day we receive your instructions and remittance.

To learn more about what process agents can do in support of the trouble-free operation of your own organisation, please don’t wait any longer to call or email us today. We can provide further insights into the process agent’s role, so that you can be sure of only choosing the right such agency for you. And keep an eye out on the London Registrars blog for our second-part piece on the key things people need to know about process agencies.

September 2022

For organisations based outside of the UK that have reason to conduct business with UK suppliers, or under a contract subject to UK jurisdiction, or attempting to raise a loan from a City institution, a UK process agent service can be crucial for ensuring service of notices, proceedings or documents can be accepted by such organisations within the UK.

A City lender, for instance, will typically expect a borrower from another country to appoint a UK-based process agent so that, in the event of the borrower defaulting on the loan, they can still receive formal notices in the UK in relation to this.

So, what are some of the particular benefits of a UK process agent service that your organisation from another jurisdiction should be aware of?

A professional process agent offers specialist expertise

Turn to an organisation like London Registrars for your firm’s process agent service in the UK, and you can be sure you will be represented by someone in the UK who possesses the expertise and experience needed to be accepted by the counterparty to your underlying agreement and to fulfil their oblilgations as your UK process agent.

If your business enters a cross-border financing deal with an organisation in the UK, you will want to be certain that the process agent understands their role and responsibilities at every stage, and the particular needs applicable to the specific transaction. Choose us as your process agent, and you can be assured of exactly that.

They will help ensure your organisation responds quickly to legal proceedings

The chances are that you will be extremely busy on a day-to-day basis, running your core business. With your UK process agent being responsible for accepting service of notices, proceedings, or documents on your behalf in the UK and informing you promptly of receipt of such documents, this will help ensure your firm responds swiftly to any impending legal proceedings.

The presence of a process agent helps reassure all parties

It is always crucial in cross-border financial arrangements for both parties to be confident that there won’t be serious issues, such as a missed or mishandled legal proceeding leading to a default judgement.

The non-UK organisation agreeing to appoint a UK-based process agent will greatly help to provide that confidence. It will mean that service at the process agent’s UK address will constitute proper service for the purposes of court procedural requirements, so that the UK entity providing a given service or loan won’t need to worry about trying to serve notices, proceedings, or documents abroad.

When you wish to be sure of your organisation outside the UK benefitting from the most reputable, comprehensive, and cost-effective UK process agent service, there is no need to look further than London Registrars. Please don’t hesitate to call 020 7608 0011 for further information, or visit the process agency page of our website.

July 2022

23 June 2022 marked six years since the vote of the UK electorate to leave the European Union (EU). Unsurprisingly, the debate about the relative merits of Brexit and the state of the project so far continues to rumble on – both within and outside the UK.

But what has the impact been to this point on the UK’s renowned financial services sector? How have UK households been affected? And what are the likely prospects for the country looking forward?

A significant effect on the UK economy…

Even prior to Brexit itself taking place, and the change in the economic relationship between the UK and the EU that occurred with the Trade and Cooperation Agreement (TCA) taking effect in January 2021, plentiful evidence pointed to the referendum result having had a noticeable impact on the UK economy.

As noted by Dr Swati Dhingra and Dr Thomas Sampson for the independent research organisation UK in a Changing Europe, the available evidence suggests that the UK economy was already approximately two to three percent smaller at the end of 2019 than it would have been if the referendum result had been in favour of the UK remaining in the EU.

Such a decline would amount to a loss of GDP of between £650 and £1,000 per person per year. It has also been estimated that the Brexit vote caused a 2.9% increase in the country’s consumer prices, adding about £870 to the average household’s annual cost of living.

…and financial services have not been immune

There has been both good news and bad news so far on the subject of how the UK financial services sector has dealt with the implications of Brexit.

On one hand, there was furious debate around the time of the referendum campaign in 2016 about the likely effects on financial services of a victory for the ‘Leave’ side. With London being one of the world’s premier financial centres, concerns at the time focused on whether a ‘Brexited’ UK would lead to the capital city missing out on talent, resources and investment – to the benefit of competitor cities in the EU.

Fast-forward to 2022, and we have had a relatively harder Brexit than many might have predicted in 2016, with the UK having departed both the EU and the European Single Market.

Despite this, a Parliamentary report published recently by the European Affairs Committee concluded that the overall post-Brexit outlook for the UK’s financial services sector was a “positive” one.

The Committee said that the number of financial services jobs that had moved from the UK to the EU as a consequence of Brexit – an estimated 7,000 – was far lower than the approximately 75,000 jobs that some had anticipated in 2016. This has enabled London to retain its status as the second biggest financial centre in the world, amid confidence about the sector’s resilience.

But the Committee also found that some significant challenges remained, which led it to warn the Government against becoming complacent. It urged the Government to ensure it took an approach to the financial services sector that benefitted the wider UK and its economy, rather than merely the City of London. In addition, the Committee emphasised that it was not yet clear whether the impact of Brexit on the sector had fully played out.

We can be available to serve your process agency needs

Whether you have to appoint a process agent in the UK now, or whether you simply want to have a chat and collect information for a future occasion, London Registrars stands ready to cater to your needs.

Please do not hesitate to contact us, via phone or email, for further information and advice on how our team of business support professionals can help your business thrive in the evolving post-Brexit era.

June 2022

For those who might otherwise be unaware, the Model articles of association take the form of a legal document outlining the standard default provisions that regulate how a company is run.

If you are looking to incorporate a limited company, articles in the firm’s constitution will set out the internal rules and regulations that the company’s members and directors are required to follow.

It is a legal necessity for any public or private company formed in England and Wales, Scotland, or Northern Ireland to have articles at the time of incorporation.

The question of having one, or multiple directors

The Companies Act prescribes a standard format for the “Model Form” articles, with this “Model Form” being applicable in the event of the company not having commissioned a set of bespoke articles for it.

However, there are various circumstances in which the suitability of the Model Form articles might be in question, and a recent court case has shone the spotlight on one potential issue: the number of directors required in order to form a quorum at a board meeting.

According to Model Article 11(2), the quorum for directors’ meetings may be fixed, from time to time, with this decision being made by the directors. However, it must never be below two, and in the absence of the quorum being otherwise fixed, it is indeed two.

Model Article 7 says that if the directors make such a decision, it is required to be either a majority decision at a meeting, or a unanimous decision, taken in compliance with Model Article 8.

Model Article 7 proceeds to state that in the event of (a) the company only having one director, and (b) no provision of the articles stipulating a need to have more than one director, certain formalities that would otherwise come into play for director decisions will not be applicable.

Clearing up the confusion about how Model Articles 7 and 11(2) work together

The exact mechanics of the relationship between the aforementioned Model Articles hasn’t always been entirely clear to some observers. Some people believed, for instance, that Model Article 7 gave just one director – a sole director – the ability to always act and make all decisions.

However, the recent court judgement stated that Model Article 11(2) actually amounts to a quorum of two directors being needed. This means it is necessary for two directors to be present if a meeting is to be quorate.

In practice, then, a company that makes use of the unamended Model Articles is required to have a minimum of two directors in order to manage the business and make decisions in relation to the company.

London Registrars is working closely with a team of specialists in company secretarial and business support services who can be by your side to assist you in fulfilling your corporate governance and compliance responsibilities.

Our team here can also assist with our process agency services. For more details about the advice, guidance and support we can provide, please do not hesitate to contact our specialists via phone or email.

May 2022