Dissolved Company Still Running

[callerid]

Think I might have put this thread in the wrong place initially...
Hi All, New here! Hopefully someone can help me with this??....
I work for a company that according to companies house has been dissolved since June of 2009.
The director still uses a bank account under the company name, my pay slips still say the company name. Surely this in itself is illegal?
Most worryingly I am 100% sure that the 'director' is not paying mine or any of the other employees tax or national insurance!
Also the company is running up huge debts. The director is constantly booking new advertisements and services with no intention of paying the bills. Literally he is only concerned with taking his fairly hefty monthly wage.
Is this all illegal? Is it serious fraud? Is the director personally liable for the company debts?
Untimately I would like to buy the goodwill of the company and take what equipment the so called company owns. Can this be achieved?
Please help!

 

[elaine@cheapaccounting]

A bit confused as to why you would want to buy the 'goodwill' of a company that has been dissolved, is trading illegally and is likely to be worthless due to the acts of the director!

 

[callerid]

Essentially it is still a very viable business, just being run very badly.

 

[LightingGiants]

This activity sounds familiar of a company I knew of once. is there a holding company involved??

 

[callerid]

No, there is no holding company.

 

[Michael Gerard]

A dissolved company no longer exists as a legal entity, hence it is not possible to run a business that does not exist.

You will need to carefully check with Companies House that the business is in fact dissolved (this will also tell you the date when it was dissolved), and that the name corresponds with the name that your boss is trading under.

If your boss is trading under a dissolved company's name (and it has not been restored to the Registrar), then your boss is not only trading fraudulently and liable to criminal proceedings, but will also be personally liable for the debts run up.

My advice? Establish for certain that it is trading under a dissolved name and if so, get out and report it to the authorities as well as telling all of the suppliers and customers. You are also quite right to be concerned about you tax and NI, as if this has not been paid (which I would doubt if the company is run illegally), then you will be liable for tax on income and also your benefits in the future could be affectred.

If you wish to start a similar business, before you run, I would take a copy of the database of the customers and look at setting something up to instantly supply those customers when the bomb hits. I would not however touch any of the equipment - buy elsewhere.

 

[callerid]

more than the equipment, what I really want is the phone number, he has done a magnitude of advertising (illegally) which will eventually bring in good business. I realise it will also bring debt collectors,etc, but I would be a completely new company and have no connection to the old company, so not to bothered about having to deal with the odd debt collector.
not sure how achievable it would be to take on the phone number.
also not sure how to move forward. my thinking at the moment is to shop him and go from there taking it one step at a time, but obviously he could quite easily have a member of his family set up a new company or even become a sole trader, although this would prove difficult i guess if he were to be convicted of criminal charges such as fraud.
having checked, it is definately being run illegally. all invoices say limited, as does the website, cheque book, paying in book, adverts (some of which have only recently been booked) etc.

 

[callerid]

oh, i have checked thoroughly, and the company is dissolved and has been since June.

 

[Michael Gerard]

You could always restore the company yourself (although you must carry out a thorough search of the company beforehand). This would prevent anyone else carrying on a business under a similar name.

I would say expose him and take it from there. I cannot see how you will secure the telephone number, especially if he is right up to date on the bill, although if you restore the company, you could claim rightful ownership of the number! If the business is lucrative (and if it is, why is your boss not legal), then it would be worth consulting a solicitor that specialises on company restorations.

 

[toddle2u]

Does all the business stationary, supplier invoices, pay slips etc bear the Ltd company name or is he trading under a trading name as the disolved company?

 

[callerid]

yes it does. everything has the name of the dissolved company.

 

[The Byre]

Is this all illegal? Is it serious fraud? Is the director personally liable for the company debts?
Untimately I would like to buy the goodwill of the company and take what equipment the so called company owns. Can this be achieved?

1. Yes. 2. Probably. 3. Yes. 4. Yes, but could be messy.

1. If a company has been dissolved, then all VAT numbers and other registrations and status are dissolved with it. To continue to state that you are collecting VAT, PAYE, NI and other taxes on behalf of the government is obviously fraudulent.

2. If the company has been dissolved but the proprietor is continuing as a sole trader and now has new VAT etc registrations, but has failed to make this apparent on the website or on stationery - i.e. still using old stationery and website, it would probably be a minor offense.

3. If situation one is relevant, then yes, he is personally liable.

4. We are back with good, old Goethe's Faustus - the devil is hiding in the details. For example, the equipment may not be fully paid for and therefore not company property. I can think of 101 even more serious Gotchas that could shoot up from between the floorboards and grab a new owner by the ankles and drag them down and across the River Styx!

And the rest -

If the situation is as you describe, it sounds as if he is milking the company, is emptying the accounts, running up debts, probably has taken out a second mortgage and is about to do a runner in a couple of months - leaving everybody else to pick up the pieces.

It would be interesting to see what other businesses he is involved with and if he has connections to other countries where he could quietly settle down and start a nice cosy existence with a reasonable sum of money.