just when things are going well......

sammiboo

I didnt realise who you were until i read the post

Must be because you post in here so infrequently

Seaxwyn

He will still be a Director unless his name has been formally removed from the list at Companies House.

It's a thankless task - like your husband I volunteered to be a director to help friends, then got left with sorting everything out when the company went down the pan. I will never, ever volunteer again and warn everyone not to take it on unless they want to take a crash course in company law.

rog2

Seaxwyn wrote: »

He will still be a Director unless his name has been formally removed from the list at Companies House.

They sound such an incompetent bunch that I would check to make sure his name was even registered at Companies House.

sammiboo

I have just got an email from OH

He has spoke to the solicitor (who is dealing with our moving of house)

We have to put it all in writing to him and fax it over.

The solicitors first issue to write tio them and find out on what grounds they feel they can prevent the sale of our house.

Then see what grounds they have to demand repayment.

I really hope this isnt a long drawn out affair. i am sick of the sight of these people and want to move away ASAP.

Bean_Counter

mr_tickle wrote: »

Hello all,
I'm the OH in question . Thanks for your input so far.
As stated, my current property has a management company. In (April?) 2005 I became a director (one of four) of the company, the Company Secretary, and took on administrative duties, as no-one else wanted to do it.
In April 2007 I was asked (by letter) to return materials relating to the management company to another director, which I did. At this point I ceased acting in any capacity for the company (though I obviously remained a shreholder). All property maintenance charges were fully paid up at this point.
In August 2007, while in the process of selling my property, I received a letter from the management company asking for repayment of costs incurred while I was Company Secretary. These costs included fines incurred as a result of late Accounts filing and Corporation Tax returns - which according to Companies House is the responsability of ALL the directors.
The final line of the letter stated that the Company would not allow me to sell my property until the matter is settled.
At no point was any contract of employment involved.

I don't think the management company can stop me selling the property, as my responsability as a shareholder has been fulfilled.

I fell like saying that as a gesture of goodwill I will refund my remuneration!

I don't get angry easily, but this has p**ssed me off! :mad:

As mentioned, I'm currently waiting on a call from the solicitor who is doing the conveyancing - will see what he has to say.

I would also have a look at the company's articles of association. These are after the legal documents stating the way things should be done. I would check to make sure that everyone is acting in accordance with the way they should be. There may also be other interesting provisions that you should be aware of.

If most of the fines are from late filing of accounts and CT returns, I presume that you didn't have a firm of accountants doing this for you who you claim from?

In addition, it is not strictly the job of the secretary to do these things, legally speaking. The secretary is merely an officer of the company. The running of the company is the job of the directors. If fines have been incurred, they have been incurred by the company as an entity and not by anyone as an individual. Hence I do not see how you can be held liable as an individual for the company's debt.

Regarding the shareholding, this is a completely different matter. I would do nothing regarding the share. I don't think giving back the share value would have any legal significance.

On the subject of preventing selling the property, I am not sure, but asking the lawyer seems the right think to do.

Good luck and all the best.

atypicalblonde

Definately check first and foremost if his name is on the Register of Directors at Companies House. The Articles will also give an insight into how things are to be split between the directors. all the best, let us know how you get on x

sammiboo

thanks again guys for your replys

Last night we just couldnt believe it and felt really helpless as we didnt get home till gone 11 so there wasnt much we could do other than worry and deal with it in the morning

I thought that the directors were jointly responsible for the company, i was saying this to my OH last night. I didnt think it was possible that one director can be held responsible for anything.

CharliesAngel

I had this trouble when I had a leasehold flat... I was both one of 10 directors and the secretary, basically cos noone else could be bothered. Who does the accounts? In my case, we were stupid and hired a firm of solicitors and accountants when we could have done it ourselves. It was down to them to ensure the paper work was done in time...

Other ways around this are to increase the service charge to swallow up any fines, or share it between all residents as they all should be directors of the same property management company, having a shared liability...

CharliesAngel

And you are (your OH and the other directors - and if they paid £1 for a share certificate, and are on Companies House website) the management company! Therefore you own both the freehold and the leasehold... the only way to stand down from directorship is to sell the property and fill in a form 288b from Companies house.

Bean_Counter

sammiboo wrote: »

I thought that the directors were jointly responsible for the company, i was saying this to my OH last night. I didnt think it was possible that one director can be held responsible for anything.

It depends on whether you are talking about the fraudulent trading, negligence etc type of scenario or not. Since that does not appear to be the case here, then the company is responsible for the company's debt. That is one of the main reasons for having a limited company.

How the company goes about getting the money back from a director / secretary etc is unclear as there are no contracts etc.