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Company with no officers

Company with no officers

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I have just noticed a company in which all directors and the company secretary have resigned. I thought this was not possible as a company had to have at least 1 director.

Companies House tell me that they have to accept all documents so every director can resign. The only thing they can do is write to the registered office to tell the company that it is in breach of Companies Act but cannot pursue anyone as no officers left to pursue.

This seems like a way to avoid filing accounts and get rid of a company with debts without incurring the cost of a liquidation or am I missing something?

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RLI
By lionofludesch
26th Jul 2016 15:07

I'm surprised CH can't pursue the shareholders but doubt whether it'll change my life much. These companies are likely to be stripped of funds anyway.

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By zebaa
26th Jul 2016 16:38

You are not missing anything. If a company has no money, no income & debts it is a zombie anyway. This is often the best way to go, in such a case. HMRC can object to the striking off and then companies house has another go later. In the end it gets dissolved.

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By zebaa
26th Jul 2016 16:43

Noting Lion's comment: the reason shareholders can not be held for the debit is because they have limited liability. It would be a very different financial world without such legal protection.

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RLI
By lionofludesch
26th Jul 2016 16:56

Quite.

My point was that they should be pursued to appoint directors, not to settle the debts from their own resources.

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AS
By AS
26th Jul 2016 18:16

My client is owed money by this company but it is not a large amount so probably not worth it to spend money with debt collectors or going legal. My client's understanding is that the company had some funds and assets which the directors/shareholders have probably taken and will probably never declare it for tax.

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By taxguru
26th Jul 2016 18:13

If the company is in breach of s.154 or s.155 ultimately the company will be struck off the public register. Read here for all the legalese: http://www.legislation.gov.uk/ukpga/2006/46/section/156

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