No PAYE scheme but possible P11d

 Have a new client (one man limited company) in its second year of trading as a limited company (march 2010 year end).  Has not yet registered for PAYE (salary below NI and Tax threshold) but does reimburse expenses to director.  So looks like we will need to register for PAYE (submit nil returns) and complete and file P11d (although hopefully will get a dispensation) so again a nil return.

What responsibility would I have for the prior year (previous adviser)?  am concerned that a can of worms may be opened with potential P11d needed  for last year ie hefty penalties for late P11d (even if nil).  Am i worrying unnecessarily?  Would appreciate some comments?  

thanks

Fred