Can a company secretary sign accounts?

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Can a company secretary approve accounts for a company with no directors? There was a director during the year who has since resigned. They remain the sole shareholder.

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By doubletrouble
17th Jul 2023 14:56

I thought every Company had to have at least one Director!

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By Southwestbeancounter
17th Jul 2023 14:57

I think maybe your question should be: can a limited company exist with no directors?

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Replying to Southwestbeancounter:
RLI
By lionofludesch
17th Jul 2023 23:38

Yup. That's the question.

I vote no.

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By paul.benny
17th Jul 2023 15:47

CA2006 s154-156 are relevant

In short, if Company has no directors, the Secretary of State may require them to appoint one; failure act on that direction is an offence.

The OP is slightly ambigious - I read it that former director is sole shareholder, which probably makes them a shadow director with all the obligations of a proper director. Why did they resign? What are they trying to avoid? Is CoSec in any way connected to exDirector.

But to answer the question: the directors have a duty to prepare accounts (S394) and they must be approved by the directors (s414). Arguably, with no directors how can accounts even be prepared?

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Replying to paul.benny:
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By Accountant2020
17th Jul 2023 16:49

Thanks for the in depth response.

You are right, the former director is the sole shareholder. I am yet to confirm the reason for the resignation as well as any relationship between former director and company secretary (newly appointed).

I am still in touch with former director and able to prepare accounts on their initial instruction (whilst in post as director). Can they approve accounts as a shadow director?

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Replying to Accountant2020:
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By paul.benny
17th Jul 2023 17:22

To simplify, the concept is of a shadow director is to say that a person who acts like a director can be held to account as if they were a director. A shadow director does not have the (legal) powers of a real director.

So no, they cannot sign as director.

Unencumbered by actual facts, I draw the inference that exDirector has resigned to duck some responsibility or liability. If so, it's probably futile (see above about shadow director) and may also dump on Secretary.

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By Truthsayer
17th Jul 2023 15:58

No.

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By ireallyshouldknowthisbut
17th Jul 2023 17:06

Sheesh . Re-appoint, sign. End of.

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By taxdigital
17th Jul 2023 17:52

Without a director, where are you getting instructions from, to act for the company? Hope you've got all your fees paid!

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Replying to taxdigital:
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By Accountant2020
17th Jul 2023 18:11

No issue with payments as collected in advance via DD. A signed engagement letter is in place.

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Replying to Accountant2020:
By ireallyshouldknowthisbut
17th Jul 2023 18:29

Accountant2020 wrote:

No issue with payments as collected in advance via DD. A signed engagement letter is in place.

Well who is the engagement letter with?
Presumably the ex-director.

They need to be reappointed, end of story. No if's but's, maybes, pretend excuses or attempts at being clever. Its "NO" you can't do that. Do not debate it with the client, tell them what needs to happen, or you resign. Its very very simple.

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Replying to ireallyshouldknowthisbut:
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By paul.benny
18th Jul 2023 08:51

ireallyshouldknowthisbut wrote:

Well who is the engagement letter with?
Presumably the ex-director.

Although engagement letter may have been signed by exDirector, the engagement is with Company. Whilst good practice may indicate re-engagement if there is significant change, absent terms to the contrary, engagement survives resignation of a director. Of course, as noted, there is now no-one to give instructions.

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By frankfx
17th Jul 2023 22:22

https://www.mondaq.com/uk/directors-and-officers/1157686/when-a-sole-dir...

If accounts are not approved.

Have you considered Going Concern at expected approval date?

This hypothetical question just demonstrates one tiny consequence of a Directorless company.

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RLI
By lionofludesch
17th Jul 2023 23:41

Yes, a company secretary can sign off the accounts.

Provided he - or she - is also a director.

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