Can someone be appointed Director without knowing?

ILoveVinyl

Hi there

I’m not sure if anyone is able to advise, and apologies for potentially simplifying this but I am not particularly business savvy! My DH applied for a job last year for a new company being set up locally. The business (Private Limited Company) is owned by one man who is based elsewhere (we’ll call him Mr X). Mr X had all of the equipment, arranged premises etc. and on recruiting DH to his role, informed him that he would eventually be given 10% shares in the business.

DH signed his contract in October, which didn’t stipulate said shares. He has been working there since then, and last week came across some paperwork dated end of October from the accountancy firm used by Mr X for setting up a bank account. On this letter it named DH as 100% shareholder of the company.

I should add Mr X owns/has shares in at least 2 other companies, and he is not listed at all as a director of this company.

DH was not even aware of this, let alone signing anything to agree it. He was only ever made aware of a possible 10% shares, but hadn’t heard anything further.
We are just trying to establish how this could happen without DH knowledge? We’ve looked on Companies House for more information – all we could find amongst documents on there are appointment and resignation of the previous directors (the company existed under another name previously, and these were the people doing the same job as DH is doing now). We also found an AP01 form which appoints DH as sole Director, stating his 100% share. This form is dated 02/10/14, which is the day before DH signed his work contract – the contract is the only thing he’s signed.

We’re just trying to understand how this could be carried out without DH’s knowledge, and also what are the potential positives/negatives of this in terms of DH’s position (liability, etc.). What would be the benefits for Mr X of doing this?

DH has got in touch with the accountancy firm (as he doesn’t trust Mr X as far as he can throw him) asking whether there is a signed copy of the AP01 form. They replied querying why DH would want to know this information, stating that he would have had ‘correspondence(s) on accession confirming the company shareholding’ and that he should have seen the letter about the bank account at the time, and should have been aware of this.

We are not querying the notification of him being made director, but how this happened before he knew about it?!

Again, sorry to sound naïve, but with DH starting the job under the impression he was an employee, this is all quite new to us.
Any help/advice greatly appreciated.

tomtontom

Have you checked if Mr X has any trading/ bankruptcy restrictions against him?

InsideInsurance

The paper version of AP01 does need to be signed by the director. I dont have access to the WebFiling to see the electronic form and what it wants in lieu of a signature or if it still requires a signature

bap98189

Ask yourself - why would someone sign over 100% of the shares in a business to your DH? This effectively means he owns the company. My guess is that Mr X either has been previously made bankrupt or has been disqualified as a director and is therefore using your DH's name to run the business. You can search the list of disqualified directors on the companies House website here. See if he is on it.

He is most likely using your DH's name to fraudulently obtain banking services and/or loans because he is disqualified from doing so. The consequences for your DH are serious.

Firstly find your copy of the contract he signed and read it carefully. Does it mention anything about directorship? If not then is he absolutely certain that he didn't sign the form you downloaded from the CH website?

Signing your DH up as the sole director may be all he has done, but it may well not be. If Mr X is using his name in this way, what else has he done in your DH's name? Your DH could find his name against loan guarantees or anything. He needs to get this sorted immediately.You need to resolve this and end it quickly. I would gather as much information as you can and then go to the police.

sangie595

To be honest I would be inclined to go to the police first. If he gets wind that you are suspicious then there is no telling what he might do, and until there is some formal record of your OH saying this is not him and he didn't do it, it will all sound a bit fishy. That is, assuming they haven't already been told by theaccountancy firm that he is asking questions. After all, if they thought it was all above board, why were they so cagey about giving him an answer? The fact is that something is very wrong here. One doesn't become a director without knowing about it, and your "employer" doesn't suddenly become "nothing to do with the company". This isn't about understanding positives and negatives - what you are saying is that someone has impersonated your husband and signed legal documents in his name and without his knowledge. There is no way that anything about that is going to turn out positive.

DandelionPatrol

sangie595 wrote: »

To be honest I would be inclined to go to the police first.

Plod that you see at the police station are not bright enough to deal with this.

I think that the right thing to do is to write to Companies House to correct their records. Then let it go where it will.

ILoveVinyl wrote: »

We are not querying the notification of him being made director, but how this happened before he knew about it?!

That is precisely what you should bring into question with Companies House

Fireflyaway

Ummmm Mr X sounds a bit dodgy to me!

I know someone who would do this sort of thing. The reason he would do it is because he is in dire financial problems and needs to declare himself bankrupt, but would be struck off as a director if he did. Therefore he would put someone else down as director on paper and also hope that person would be chased for any liabilities....