Deregistered from Companies House but trading...

Limited Social Club are deregistered from Companies House but still trading is this right??

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I have started doing the accounts for a limited social club when asked about their year end accounts I have been told they haven't been done for a while. There was talk of it being done by someone else last year, but the relevant infomation was never handed over to the previous accountant so they wern't completed.

I have been trying to get more info, but the treasurer doesn't know enough to help. Having investigated myself I can see they are 'converted/closed' on companies house. How can this be if they are still trading? They still run PAYE and VAT so HMRC are aware they are still running. 

Any advice would be very much appreciated! 

Replies (19)

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By johngroganjga
30th May 2017 13:11

They may have disincorporated and be continuing as an unincorporated association.

You just need to find out what happened don't you?

PS A good start to finding out would be to look at why they were struck off the register - was it voluntary (via form DS01) or involuntary (by Companies House for non-filing).

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Replying to johngroganjga:
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By HPenny17
30th May 2017 13:23

Hi John

Thanks for your reply, it is quite difficult to get the right information as no one seems to know the answers. But they have been deregistered since 2014!

I have had a look to see if it was voluntary and I can see a request to cancel in 2014.

Thanks

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By lionofludesch
30th May 2017 12:45

Sounds like someone's buried their head in the sand.

It could be difficult to resolve.

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By bernard michael
30th May 2017 15:01

I'm surprised their bank account is still operating.

What name is it in ? The original or a variation thereof ?

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Replying to bernard michael:
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By HPenny17
30th May 2017 15:07

Hi

Their bank is a very slight variation of.

I'm surprised they are still able to file vat returns and run payroll!

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By Briar
30th May 2017 15:21

VAT and PAYE Offices won't be bothered - they don't seem to be connected to HMRC's main system of knowing when companies have ceased (I know many instances).

As you have confirmed that they are disincorporated (and back in 2014), then just prepare club accounts and maybe ask VAT to change/transfer the registration. PAYE will probably want a new registration.

I assumer that there are no CT liabilities from "non-mutual" trading. If there are you could have problems.

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Replying to Briar:
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By HPenny17
30th May 2017 15:40

Yes it does seem that no department get a involved with another.

I noticed on the unincorporation that their year end was January but they've told me end of March. Should I take January as the year end?
Do you mean register them again under the unincorporated company?

They have made a profit defiantly, but when you say non-mutual?

Thanks

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Replying to HPenny17:
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By Briar
31st May 2017 16:20

John referred to an unincorporated association. Who are you going to register an "unincorporated company" with? (whatever that is!) If you mean HMRC (hopefully not Companies House!) then maybe - but that will depend on whether there are any profits from non-mutual trading. If you don't know what that is, should you have taken on the club accounts?

You say that accounts for the previous year have not been prepared. Are you going to do those as well? Surely you will need some brought forward figures to prepare this year's accounts. As to period end, why not use March (you might have a 14 month period)?

Who are the committee members? Is there a trust deed in place for the ownership of any assets? Bank signatories? Bank mandate? Who are the trustees? When the company was disincorporated, were there any assets? Who owns them now (The Queen?)?

Sounds like a right mess. You need so bring in someone who knows about these things to sort it out.

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Replying to HPenny17:
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By lionofludesch
31st May 2017 18:50

Quote:

They have made a profit defiantly, but when you say non-mutual?

Defiantly?

Defying CoHo striking them off, you mean ?

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Replying to lionofludesch:
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By HPenny17
31st May 2017 19:10

No it doesn't seem Companies House struck them off, they requested it. That's why I am confused, I thought there may be a clear reason why but it seems not!

They make a profit as they run a bar in the social club, but having thought on it only members can drink there. They do also make a profit on functions but again these are members paying for these.

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Replying to HPenny17:
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By lionofludesch
01st Jun 2017 08:45

Right.

So they must have decided to be an unincorporated association and they're mutually trading.

Looks like there's nothing to see here.

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By DMGbus
01st Jun 2017 08:57

Things that need to be done to establish the current entity status:
1. What name is the bank a/c held in (does the a/c name include Ltd or Limited?)
2. What name is VAT registration in (it is easy to download VAT reg'n certificate)

If 1 and 2 differ then action needs to be taken.

Based on the information posted so far it looks like the directors / committee decided to disincorporate at some stage. In properly run mutual organisations / clubs there are minutes of regular committee / directors meetings which can be very informative.

Another thin that properly run mutual associations / clubs have is a constitution which again should be informative.

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By lionofludesch
01st Jun 2017 09:12

Quote:

Another thing that properly run mutual associations / clubs have is a constitution which again should be informative.

This doesn't look like it's one of those.

Yes, of course the OP must ensure that everything is consistent with the club's new unincorporated status.

Can you access a copy of the striking off request at CoHo? It'll have been signed and whoever signed it might have a helpful story to tell.

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Replying to lionofludesch:
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By HPenny17
01st Jun 2017 09:36

It looks like I have to pay to get the form. I'm going to call a meeting with the treasurer and ask him if he has access or anymore info if not I'll buy it.
Thanks for all your help!

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Replying to HPenny17:
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By lionofludesch
01st Jun 2017 12:02

Really?

Is it not for free on the "beta" site?

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By Briar
01st Jun 2017 23:01

Form DS01 is definitely freely available on CH beta site (I've just checked one to make sure) and the signatures and names of those applying are there.

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Replying to lionofludesch:
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By HPenny17
02nd Jun 2017 21:40

No it says the records aren't available on companies house I have to get them from the FCA Mutuals Public Register. That's where I would have to pay.

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By Briar
05th Jun 2017 09:15

If we are now in the FCA Mutuals area then that is a whole different ball-game (You didn't tell us this at the start!). Did the Club "disincorporate" in 2014 due to the new rules for FCA Mutuals coming in? Maybe that is why the bank account is still operating (banks do not check the FCA Register like they do Companies House)?

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Replying to HPenny17:
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By Briar
05th Jun 2017 09:15

If we are now in the FCA Mutuals area then that is a whole different ball-game (You didn't tell us this at the start!). Did the Club "disincorporate" in 2014 due to the new rules for FCA Mutuals coming in? Maybe that is why the bank account is still operating (banks do not check the FCA Register like they do Companies House)?

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Replying to DMGbus:
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By HPenny17
01st Jun 2017 09:37

Thank you I will check the vat reg and bank and I will be calling a meeting to get some more info!
Thanks for your help.

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