Company Secretary - Problem

Bean_Counter

pania wrote: »

no not you bean counter, we had a troll earlier whos posts have now been deleted, unfortunately that post was immediately above his. i've not reported it at all

Ah, I see. Sorry. Must have missed all that.

PasturesNew

A bit late to resurrect this post. Apologies if it had died a death, but as I understood it the Company Secretary is the one most liable for payments etc and if anybody was to go to jail over wrong doings, the Company Secretary is the one it would be first.

(For those reading and not familiar with the terminology, a Company Secretary is not a typist; a Company Secretary is one of the two minimum Directors required to create a Ltd company, it's just an unfortunate title that can cause confusion among those not familiar with Directorships and Ltd Companies).

So yes, it is serious. It should be investigate with as much haste as possible.

This is not something you can overlook or forget. If you are a Director of a company then it's certainly something you would know about.

So, either the OP created a Ltd company with somebody in their past, had quite a successful trading year and somehow forgot, or there's some fraud going on.

Of course, it is possible that they never understood what was going on and they were a Company Secretary in a Ltd company and didn't understand what that meant and the legal obligations and when they/business partner stopped trading or fell out they simply "forgot" and put it behind them, thinking you walked away just by stopping. Which clearly isn't the case.

Or, it could be a mistake of identity. If the OP has a common name... odd, but strange things happen in 1:10,000 cases I guess.

Something similar happened to me and out of the blue I received a bill for £8,000 a few years back. I'd been contracting, as an IT Contractor. I set up a Ltd company and appointed an official company to act as Accountants etc. They did everything. And then out of the blue I received the bill.

The Accountants had said nothing. I phoned them. They said there had been an investigation into my accounts - they'd told me nothing. . . lots of panic and worry of course as by then I'd been earning about £8k per year in rubbish jobs and had been advised by the accountants that I had no tax outstanding ... and I was waiting for them to wind the company down (wondered why it took them about 3 years!!).

It turned out: no bill to pay - accountants had forgotten to tick one box on one form.

lesley1960

no you arent personally responsible to pay the money, the company is, if the company can not meet its debts it will be wound up , and the debts belong to the company not the directors

Horace

I feel sure that if a person is a company secretary then they are responsible for the legal activities of the company and if something goes wrong then they are liable to a certain extent.

As an aside, as from 6 April 2008 there is now need to have a company secretary as that role is now taken up by the directors of a limited company, I think this applies to newly incorporated companies, this makes the directors liable.

Bean_Counter

The company secretary is the company's chief administration officer and as such is charged with a wide range of duties. In addition, the company secretary is responsible for the corporate governance of the company.

The secretary, as an officer of the company, may be criminally liable with the directors for defaults. Failure to file notification of any change in the directors or the annual return form to Companies House can lead to civil penalties. Under the Insolvency Act 1986 a company secretary may also be required to make out a statement of the company's affairs when a winding up order is made, or if an administrative receiver, or a provisional liquidator is appointed. The courts also have powers to award damages against officers of the company, including the secretary, for any breach of trust or duty, especially involving the company's assets.

As the government and the EU legislate in ever increasing quantities, as an officer of the company, the secretary is charged with the responsibility of being up to date and knowledgeable about changes to the law that affect the company and its administration.

The company secretary's responsibilities include:
administration of personnel matters
employment legislation compliance
accouting and finance duties
insurances
intellectual property rights (trademarks etc)
compliance with internal regulations and legislation
maintenance of records
administration of board and general meetings
filing forms etc at Companies House
collation of accounts and compliance with legislation
Shareholder communications
Access to records (Data Protection Act etc)
Legal and corporate governance regulatory advice
Share administration
Running the registered office
Security of documents, including company books
Health & safety

Whilst some of these will not be applicable to small companies, it does give a flavour of what the role entails.

The Companies Act 2006 removed the need for a company secretary in some instances, but the duties above still need to be done by someone in the company and liability still remains if these are done incorrectly.