Companies House filings

[Whitegates Bri]

Hi, we have just taken over our resident management company from the developer. Our company is limited by guarantee without capital shares. The original directors, now resigned, included a statement of guarantee in the incorporation document which now are invalid. We need to upload the new directors statement of guarantee, but so far this has been rejected by Companies House. Does anybody know which document should be used to file the statement. Thanks, Brian

 

[Paul Kelly ICHYB]

When you called Companies House, what did they say?

 

[Whitegates Bri]

A Statement of guarantee can not be accepted for filing as it forms part of the incorporation documents and once incorporated it becomes a historical document and there is no provision to amend it. The document also contains what is deemed sensitive information like a residential address. If you wish to alter the Statement of Guarantee please seek professional legal advise.

 

[Paul Kelly ICHYB]

That's surprising - they are normally very helpful.

What did your accountant suggest?

 

[Whitegates Bri]

I’ve not yet contacted an accountant. I’m hoping there is a simple method I can use on CH. at the moment I’m finding their site less than user friendl.

 

[Newchodge]

I’ve not yet contacted an accountant. I’m hoping there is a simple method I can use on CH. at the moment I’m finding their site less than user friendl.

I think the fact that they say you need professional legal advice to do this, may suggest that you need professional legal advice.

 

[eteb3]

Is this the company in question, by any chance?

WHITEGATES RESIDENTS MANAGEMENT COMPANY LIMITED filing history - Find and update company information - GOV.UK

WHITEGATES RESIDENTS MANAGEMENT COMPANY LIMITED - Free company information from Companies House including registered office address, filing history, accounts, annual return, officers, charges, business activity

find-and-update.company-information.service.gov.uk

I think you're rather muddled (fair enough, CLGs are a bit niche), and may well benefit from professional advice. You could do worse than have the cold shower that would be reading this thread , if you need any encouragement to do that.

On the other hand, I think the query is probably pretty simple.

a statement of guarantee in the incorporation document which now are invalid.

Quick clarification first, if you can: why do you consider the statement to be invalid?

Whatever you're trying to achieve, you almost certainly don't need to replace the statement of guarantee that's on file.

NB: a statement of guarantee is made by the members of the company, not its directors (even if those are the same individuals).

 

[Whitegates Bri]

Hi, I say "invalid" because the people on the statement of guarantee are now ex directors and ex members and nothing to do with the Company. Also you are correct the Comapany is Whitegates Court Management Ltd.

 

[eteb3]

the people on the statement of guarantee are now ex directors and ex members and nothing to do with the Company

That's fine. As CH said, the statement of guarantee is simply a historical record of the formalities of registering the company. (Its significance is receding with reforms to companies legislation. Eg, since 2006 the statement no longer forms part of the memorandum of association, and so can be amended.)

If anyone wants to know who are the current members, they will apply (under s. 116 of the Act) to inspect the company's register of members. The statement of guarantee now applicable is in Para. 2 of the company's Articles (£1 each, as per).

Are you on top of registering the new directors with CH and updating the PSC statement, too? Nothing showing on the file atm.

PS there is software you can get to help you take care of the secretarial stuff. It would be worth asking in another thread for recommendations - I've been meaning to for a while!

PPS are you sure the developer has ceased to be a member, and how do you know? Resignation is at their "sole discretion".

 

[Whitegates Bri]

Hi eteb3,
yes their registration of directorship and PSC’s are logged on CH and we have hard copy in the large amount of documents, including cheque book etc, handed over to us.
As yet we have not considered any new PSC’s.
This saga started when Barclays questioned that there was no updated Statement of Guarantee. We have emails/letters requesting our attention and have spoken to KYC reps numerous times. I told them our attempts were rejected by CH and now they are requesting we get an accountant to sign a letter outlining the guarantee the current directors hold. I offered them a copy of our members register which shows what they require which they rejected.
In my opinion (remember I’m a novice) Barclays are asking for something that cannot be provided on CH. I note there is another Thread on this forum which outlines the exact problem we are experiencing. Thanks again. Brian

 

[eteb3]

In my opinion (remember I’m a novice) Barclays are asking for something that cannot be provided on CH.

Sounds about right. Though you could perhaps could point them towards Para. 2 of the articles, since that's the current statement of guarantee now the Developer is no longer a member? (You're sure about that? I can't see why they'd voluntarily give up the rights to the property - and the articles state it to be at their own option)

they are requesting we get an accountant to sign a letter outlining the guarantee the current directors hold

I would ask for it to be escalated at Barclays: the novice dealing with your case appears to be confusing a member's guarantee in a company limited by guarantee with directors' personal guarantees in a company with bank borrowing.

But it may be they do indeed want to have directors' personal guarantees for any potential borrowing or overdrawing. That's their business, and they need to propose the arrangements. Unless they're expecting the incoming directors to have entered a deed to adopt the personal guarantee given by the developer's director? Whatever, Barclays need to work out what they're saying first.

their registration of directorship and PSC’s are logged on CH

Yes they are. You, as incoming director, are not. Nor does the PSC statement (and presumably PSC register) appear to be up to date. It's a legal requirement with criminal penalties if this isn't done within 15 days of the changes. I would save yourself some trouble and appoint an accountant while you get your hand in - Griffin & Sage in Peterborough has experience with CLGs, and in my experience offers outstanding service.

And by the by, the company is listed as dormant. If it's got a bank account that seems highly unlikely.

 

[Whitegates Bri]

Hi eteb3,
all good info. Thanks.
are you looking at the correct company?
Whitegates Court Management Ltd
we are not dormant
Brian

 

[eteb3]

My bad, I was looking at the company I linked to above - similar name, and I misunderstood you to confirm that was the one.

Whitegates Court Management Ltd looks very different!

 

[Whitegates Bri]

I‘m happy to advise that Barclays have lifted the restrictions on our account and accepted our Members Register as proof of the current guarantors of our company.
a very frustrating experience.

 

[eteb3]

Congratulations for the persistence! Hope this thread saves someone else the trouble.