Company Secretary - Liabilities


V

Vass

One of the Ltd Companies for which I work is about to go into Liquidation

The company has been using the various taxes to fund the business unitl it
can trade no more
and will be leaving many creditors with debt

Is there any liability to our Company Secretary in this case? or does all
the finger pointing go to the Directors ?

Thanks

Me
 
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E

Edward Cowling

Vass said:
Is there any liability to our Company Secretary in this case? or does all
the finger pointing go to the Directors ?

None at all, the finger pointing as you say is at the Directors.

The main thing for the Crown seems to be getting all the paperwork
in on time. VAT, PAYE etc, make sure the deadlines are met for giving
them all the returns and it's unlikely they'll even show up at the
creditors meeting.
 
F

Fred

Edward Cowling said:
None at all, the finger pointing as you say is at the Directors.

The main thing for the Crown seems to be getting all the paperwork
in on time. VAT, PAYE etc, make sure the deadlines are met for giving
them all the returns and it's unlikely they'll even show up at the
creditors meeting.
I thought the only formal responsibility of the Comp Sec was to ensure the
correct returns were made to Companies House.

Even then if he fails to do this, isn't the Directors who are ultimately
responsible?
 
E

Edward Cowling

Fred said:
I thought the only formal responsibility of the Comp Sec was to ensure the
correct returns were made to Companies House.

I've never known a person who was a Secretary only get any problems.

The wording of the DTI booklet of responsibilities states...

"Even when the secretary is not a Director he or she is still an
officer of the company and responsible for it's actions. This
includes ensuring that any documents which need to be sent to
Companies House are sent on time (with the exception of the
year end accounts)."

I would imagine if the creditors believed the Secretary profited from
misappropriation of funds and had some vested interest in liquidating
the company. Then they could make a lot of noise about it at the
creditors meeting. Then if the DTI thought there were grounds they
could act.

But and it's a big but.... I have never known this to happen.
 
S

Simon

Edward Cowling said:
None at all, the finger pointing as you say is at the Directors.

The main thing for the Crown seems to be getting all the paperwork
in on time. VAT, PAYE etc, make sure the deadlines are met for giving
them all the returns and it's unlikely they'll even show up at the
creditors meeting.
That depends on who the creditors are and whether they have done this
before. There is new legislation that can make the directors and any officer
or manager of the business personally liable for some of the debts to the
crown.

If the debts include PAYE and NIC on the officers of the company, then I
suggest you look at Regulation 80 and 81 of the new PAYE regulations
(Formerly Regulation 49(1) and 49(5) of the old regulations.

Also, the IR has recently set up a number of special units to counter these
types of abuse and Special Trades Investigations have been targeting this
for some years now. Also, the last I heard, they even have their own
Insolvency Practitioner.

So, its not a forgone conclusion that they will just write of the debt and
let the matter drop.
 
P

Paul Holt

The need for company secretary for a Private Limited Company will probably
cease within the next few years according to Companies House. At the moment
you need one just to comply with the Companies Act .



Paul Holt
www.acfs.co.uk
 
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V

Vass

That depends on who the creditors are and whether they have done this
before. There is new legislation that can make the directors and any officer
or manager of the business personally liable for some of the debts to the
crown.

If the debts include PAYE and NIC on the officers of the company, then I
suggest you look at Regulation 80 and 81 of the new PAYE regulations
(Formerly Regulation 49(1) and 49(5) of the old regulations.

Also, the IR has recently set up a number of special units to counter these
types of abuse and Special Trades Investigations have been targeting this
for some years now. Also, the last I heard, they even have their own
Insolvency Practitioner.
Simon

Where can I find this legislation on teh web ?

do you have a link please ?

thanks
 
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S

Simon

Vass said:
>
Simon

Where can I find this legislation on teh web ?

do you have a link please ?

thanks
I normally find this on www.hmso.gov.uk but could not find it direct. I
think this was in the 2001 Social Security Act but I will post again when I
have found it.
 

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