can these accounts be submitted?

can these accounts be submitted?

Didn't find your answer?

my client company is owned 50/50 by the two directors

we don't currently have the agreement of one of the directors to the accounts.

He is refusing to answer questions about issues in the accounts and is refusing to communicate.

I have a serious deadline to hit with CH and HMRC

What is the position regarding whether the accounts can be submitted to CH or not, can we submit or not?

Replies (11)

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By johngroganjga
28th Aug 2013 13:02

Matter for the directors not you.  If I director signs the statement in the accounts that the accounts have been approved by the board then the accounts are final and you can submit them.

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By The Minion
28th Aug 2013 13:07

even if

i know that the other director hasn't approved them?

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By johngroganjga
28th Aug 2013 13:16

I said that if one director records in writing on the public record that they have been approved by the board you could proceed.  I suppose it would be different if the other director explicitly asserted the contrary, but from your post I understood that he was just not responding - which is not the same as disagreeing.

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By The Minion
28th Aug 2013 13:26

so far

i dont have an explicit disagreement

what i do have is a director who is refusing to respond, but who i do know is unhappy with the picture shown by the accounts, because it shows him owing money.

So if the director has been given copies of the accounts and given say two weeks to dispute anything within the accounts, but fails to respond. Does that then mean that the other director can sign them off and submit them?

 

Sorry if this seems a bit long winded but i have never had a situation like this before.

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By julian.sims
28th Aug 2013 13:27

Meeting - non attendance

If you want to try and protect the director signing, he could call a Directors Meeting and approve at that, presumably the other director won't attend.  May want to check Articles re quorum etc, but it is an option

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By The Minion
28th Aug 2013 13:37

Thanks

We have sent out accounts to each director (special delivery) for them to approve at a meeting in a fortnights time.

 

I will check the mem and arts but i am pretty sure that it is a quorum of two, but there must be an exclusion to this somehow.

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RLI
By lionofludesch
28th Aug 2013 14:32

Not your problem

I'd try not to get too involved with this.  Tell both directors the issues regarding penalties and it's up to them to come to some agreement. Try not to take sides  - you act for both (or neither, depending on how you regard your relationship with the company and its directors).  Point out that you've done your bit - if they don't want to be charged any penalties they have to do theirs. If they can't work together, one needs to think about buying the other out .......

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By Ian Bee
28th Aug 2013 15:00

Agree above

It's not your problem once you have outlined the penalties for non compliance with CH and HMRC. If the director does not agree with the accounts he should be able to say why. 

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By The Minion
29th Aug 2013 14:36

Thanks for all that, but

The company is beyond all filing deadlines CH HMRC etc

 

They are now at the criminal penalty if you don't submit stage, the year end has been extended as far as possible.

 

We have done the accounts as best we can from the information supplied, we have not been given any reasons why the director does not agree the accounts.

 

Both directors have their own legal advisers - NOT ME.

 

As yet i have not had any meaningful input from either sides legal team.

 

At the moment the director who agrees the accounts wants to sign and submit, the other director has been asked for any grounds on which he disagrees the accounts.

So far nothing.

 

We are now waiting of the director to come back to us with grounds and if they aren't forthcoming then the other director is mindful to submit and amend later if needed.

 

 

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By ccassociates
29th Aug 2013 15:13

What you have

Here is a directors/shareholders dispute that has gone legal..... stay out of it stay clear of it. Correspond only with "The Directors" at the registered office address, tell the "friendly" Director that you must stay impartial as you act for the Company not for him. If he wants to sign the accounts send a final copy to the registered office with a letter and a set of abbreviated accounts ask "the Directors" to sign them if they approve and submit them directly to Co House themselves.Do the same with the CT return ask them to sign and submit.

 Then ask for your fee and walk away

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By neileg
29th Aug 2013 16:30

Excellent advice all round

This won't ever have a happy ending. Bambi's mother has been shot.

If you have to, walk away without your fee and chalk this one up to experience.

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