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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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).
I'm surprised their bank account is still operating.
What name is it in ? The original or a variation thereof ?
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.
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.
They have made a profit defiantly, but when you say non-mutual?
Defiantly?
Defying CoHo striking them off, you mean ?
Right.
So they must have decided to be an unincorporated association and they're mutually trading.
Looks like there's nothing to see here.
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.
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.
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.
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)?
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)?