Checking status of COs House late filing penalty

As a non director, how can I find out if a company has been issued with a late filing penalty

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I need to become a director of a dormant company. The current directors have been very slack and filed accounts late in 4 of the last 6 years. I am trying to push them to get things in order before I become a director myself but there is some resistance and withholding of information. They have finally filed last year's accounts... 6 months late! How can I find out whether a late filing penalty has been issued...and more importantly if it has been paid ...for this year and prior. If the directors won't tell me, will Companies House share this information on request? I am aware that as soon as I am appointed as a director then I will automatically become liable for any unpaid fines which obviously is not a situation I'm prepared to put myself in. 

Replies (20)

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By David Ex
28th Jun 2022 23:13

Why do you need to be “need to become a director of a dormant company”?

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Replying to David Ex:
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By Jaks444
28th Jun 2022 23:24

It's a management company of a property I have purchased so it's my interests to become a director

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By Paul Crowley
28th Jun 2022 23:38

Penalty
Easy, Filed on time no penalty
Filed late a penalty

Companies house should not pass out any details that are not in the public domain.
Payment of penalties is not in the public domain

I assume there is not an independent property management agent or accountant.

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Replying to Paul Crowley:
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By Jaks444
29th Jun 2022 08:01

Thanks ..
No, no independent management ..the leaseholders manage the block themselves. I have recently purchased and want to be added as a director but am an accountant myself so want everything sorted before I do.

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By thevaliant
29th Jun 2022 07:50

Paul is correct - Companies House penalties are automatic. If its late, one will be issued. If its not paid, COHwill send the boys round, so it will be paid.

As a director, you will not be personally liable for a filing penalty. That isn't how limited liability works. Only in certain circumstances (usually wrongful trading) would you be liable. The CH penalty will never be that.

But either way, its not a good look for a company to be constantly late filing their accounts.

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Replying to thevaliant:
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By Jaks444
29th Jun 2022 08:06

But if there isn't enough money in the management pot and the debt goes unpaid then ultimately COs House will chase individuals??
We want the guy who has been negligent to pay the fine himself ...tricky one!! I know as leaseholders we have the right to reject covering this cost out of the management fund. Either way I need to find a way to check independently that he has paid the fine. The other listed directors should not be active any more ..they sold some years ago. My only other option I can think of is to track one of them down and ask them to contact COs House to find out the situation.

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Replying to Jaks444:
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By Hugo Fair
29th Jun 2022 08:20

I'm obviously missing some (unstated) fundamental 'thing' here ... why do you need to become a director of a dormant company that, by the sound of it, has no assets or cash and a history of late filing for even its limited (poor pun) liabilities?

Although it's a bit of a non sequitur to say "The other listed directors should not be active any more ..they sold some years ago", you could indeed track them down and 'encourage' them to resign ... which might then leave only your recalcitrant director to face the music (of penalties or whatever)?

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Replying to Hugo Fair:
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By Jaks444
29th Jun 2022 08:55

The company exists to manage the running costs of the building and to enforce the covenants of the freehold which I need to have a say in by becoming a director. I also want to take over as treasurer to ensure we don't get in this mess again in the future.

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Replying to Hugo Fair:
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By Jaks444
29th Jun 2022 08:59

We could action a right to manage and set up another company and get the current director struck off but that would be expensive, time consuming and create bad relations. We are trying to find an amicable way around this but the fine is the big issue at the moment.

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Replying to Hugo Fair:
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By Jaks444
29th Jun 2022 09:02

And yes exactly....we need him to face the music and pay the fine personally ..the fine will be £1500. We need to time this right so that we don't put ourselves in a position where we become directors too soon and therefore become liable...hence why I need to be able to find out if / when it has been paid.

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Replying to Jaks444:
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By thevaliant
29th Jun 2022 09:45

Ahhhh. A flat management company that probably owns the freehold of the building you lease, with all(?) lessees as members......?

This forum is entirely the wrong place to ask, but Landlordzone forums (which is the right place) aren't anywhere near as good as they used to be.
Try here: https://forums.landlordzone.co.uk/

Incidently (and speaking as someone who has been in your boat):
1. The penalty HAS to be paid. The company will end up having to foot the bill.
2. You're unlikely to get the errant director to pay.
3. You'll probably find the Articles of Association prevent non-members being directors - so there is more than just the unpaid filing penalty that is a problem.
4. I disagree with current thinking that Flat Management Companies are dormant, though I realise I'm rowing against the tide here, but how can a company be dormant if it employs a gardener, pays maintenance etc? That's a long winded technical discussion best left for another time.
5. Don't let the company be struck off. It is likely to be named in your lease, and may also own your freehold. Striking off is really bad.

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Replying to thevaliant:
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By Jaks444
29th Jun 2022 09:55

@thevalliant. Yes thank you. I suspected there's more to it re the ownership of the freehold etc so thank you for the advice re not letting the company get struck off. . I was just at that point in my research.
I have ordered a copy of the articles so will follow up on that.
Re payment of the fine ...we shall see! It won't go down well with the other leaseholders. If I hadn't called a meeting last week and told him in no uncertain terms to file the accounts immediately, he/we would be facing a £3000 fine
Thank you for the link .. I'll check it out.

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Replying to Jaks444:
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By Paul Crowley
29th Jun 2022 10:35

The articles are on Companies House website for most companies.

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Replying to Paul Crowley:
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By Jaks444
29th Jun 2022 12:25

Yes I have them now - they had been archived so had to request them - thanks

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Replying to Jaks444:
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By rmillaree
29th Jun 2022 09:53

"But if there isn't enough money in the management pot and the debt goes unpaid then ultimately COs House will chase individuals??"

I have never seen companies house chase directors ref fines - i suspect their route would only ever be to wind up the company. So you may find a real mess when you are appointed.

Practicably speaking what you class as negligent others may see as reasonable excuse - so be careful with going ott if that is not necessary to minimise "future" issues - ie be prepeared to swallow and park the past.

I supsect you will have to take the plunge before you see the warts - so perhaps give yourself a get out route to resign if its worse than you expect. Unless the other person has good specific reason to not want you on board and or not to want to relinquish control they will probably be over the moon that someone is taking up the slack - that should become evident very quickly. Its fairly common for companies like this to be a shambles where some people are putting their interests first and or no one is doing a proepr job. In some respects sucking it up and not over criticising the numpty in charge is probably the way to go here.

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By ireallyshouldknowthisbut
29th Jun 2022 09:01

@Jaks my experience of flat management companies from my professional life is "keep well away" so if you are stepping up to the plate and getting this sorted out I imagine everyone else will be delighted.

They really are not hard to do administratively. All the problems come from (in reverse order) (c) people not knowing what they are doing (b) people not giving a stuff about it, and top of the list (a) disputes between leaseholders

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Replying to ireallyshouldknowthisbut:
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By Jaks444
29th Jun 2022 09:08

Agree with all of the above. But I'm more than happy to do it. It really should not have got to this stage.there are only 4 properties.... The other 2 leaseholders have tried and failed to get this director to deliver on his obligations. I am having more success and I have their full support. We are absolutely prepared to pursue a right to manage. We would have the required 75% vote with the 3 of us. It is in our interests to have control over the building and how the money is spent ..and to ensure it is all properly accounted for and that we meet all legal obligations. So it's not a question of staying well away. . We have to pursue this and take back control and put an end to years of mis-management.

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By bernard michael
29th Jun 2022 09:57

Are the other leaseholders directors and if not why not ??

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Replying to bernard michael:
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By Jaks444
29th Jun 2022 12:27

The other properties changed hands in the last couple of years - they have been asking but it's never been actioned - and probably an element of lack of understanding.

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Replying to Jaks444:
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By thevaliant
29th Jun 2022 13:27

It could be even worse than that.

Normally, flat management companies are limited by guarantee, with it written in that the members of the company are the flat lessees and may also be directors (I've seen plenty of flat management companies were non members are directors - which is usually not allowed by sensible Articles - but Companies House don't police that - technically therefore all the transactions are ultra-vires - go look it up).

If you've got an old company (having to request the Articles suggests its old) might mean the company is limited by shares. This is unusual now but used to happen a lot in the 1980s. Guess what?! That's right, the shareholders might not be the lessees anymore.

I've seen:
Flat management company incorporated. Four flats, four shareholders. A, B, C, D.
After five years, A sells his lease to E, but boneheaded conveyance solicitors only sells lease. A remains the shareholder (without even knowing).
Rinse and repeat.
Twenty years later, a problem arises and E, F, G and H find that they are all lessees, but the shareholders of the company that owns the freehold are still A, B, C and D. Or even worse, the Executors of A, the spouse of B, the son of C and the niece of D.
Complete disaster.

You ARE limited by guarantee..... aren't you?

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