dissolving ltd company with debts owed to HMRC

fellside

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Feb 15, 2013
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Thank you all for your replies


Some background history.

There are three separate legal entities – Company 1, + Company 2, + Sole Trader who is also Director of both Companies.

Company 1 went into liquidation in June 2012. Employee was possibly TUPE’d over on 1st May 2012 into Company 2. Employee was suspended on full pay in July pending investigation. After investigation was summarily dismissed for gross misconduct.
All the correct ACAS procedures were not followed during this process – it was about 50/50. Employee issued ET1 claiming unfair dismissal with uplift etc totalling 40K
Yes, it is only a claim but even with negotiation – if he won his case which he may not – it could still be a very substantial amount. So we need to have a plan of action if he did win his case – do we then go with the Sponge Bob plan – or would it be an idea to implement the plan now telling them if they do win they will put the Company into insolvency ?

An added complication is that in the liquidator’s Director’s Report there is an error in that there is a statement which says that employee was transferred to Sole Trader/Director on April 11, when in fact he was transferred into Company 2 on 1st May. ( Hence my concern about them going for sole trader) .
Liquidators, Wilson Field, (£6000) were appointed 26th April and subsequent final liquidation was 8th June.

Company 2 has traded well but if this claim goes ahead it would be insolvent.
The “business” can of course continue under another entity
We do have Legal representation for the tribunal ( Peninsula Business services)
 
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davedouble

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Jan 25, 2013
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But surely it is the accountant's job to tell the client how being a director works.

Most self-employed people have no reason to know the first thing about limited companies and the responsibilities of directors. They are sold the idea by accountants on the basis that it will save them three grand a year in tax.

Now a director rather than a sole trader, these people simply carry on as always; company and personal expenditure gets jumbled together and cash is withdrawn from the company account for personal use etc etc.

A good accountant will untangle the mess, restate things properly and advise his client on how to operate in future. A lousy accountant will simply tell them that they have an overdrawn DLA.

Spongebob,

Just to update you and others like Alan who has kindly been in touch.

The defecit on the my wife's DLA is less than we first thought as the original accountant has come back with new information on how it came about. We had an ex-employee who we had to let go after funding his £25K salary ourselves over the two years, we simply could not keep them on.

They were a friend, or so we thought.... another story.

They threatened us with unfair dismissal, even tho they could see we paid the wages out of our own pocket, cards etc, hence the £30K.

The accountant had put them down as shareholder to give them the same DL/Tax benefits, again, we were stupid and naive, but I suppose we deserve the situation now.

I had to borrow £6K from my parents to stop employee taking us to Court, we paid them this as settlement, their solicitor said we could stand to lose £25K!

The payment of £22K for employee was then declared and shares transferred back to my wife. So her DLA is around £10K and not £35K as we thought.

Phew....

I am now looking to close the company with your plan as we have zero assets. Two creditors are to get the letter that we are in liquidation. Would the consensus be to apply for strike off at CH now, rather than wait.

Thanks

Dave
 
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robwomble

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Mar 6, 2013
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Hi

Does anyone know what address I should write to in order to inform HMRC that our limited company (I am a director) cannot pay its creditors and has ceased trading?

Our accountant has said we should submit our latest VAT return, which I am about to do, but we cannot pay it or other creditors.

I spoke to the VAT Helpline but they didn't know.......

Thanks in advance for any advice

Rob
 
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Alan R Price

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Jul 5, 2010
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Hi

Does anyone know what address I should write to in order to inform HMRC that our limited company (I am a director) cannot pay its creditors and has ceased trading?

Our accountant has said we should submit our latest VAT return, which I am about to do, but we cannot pay it or other creditors.

I spoke to the VAT Helpline but they didn't know.......

Thanks in advance for any advice

Rob

I'm not aware of a central address. I suggest writing to your local VAT office and whichever offices deal with your PAYE and corporation tax - see HMRC's contacts page here.
 
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robwomble

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Mar 6, 2013
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I'm not aware of a central address. I suggest writing to your local VAT office and whichever offices deal with your PAYE and corporation tax - see HMRC's contacts page

Thanks Alan; in the age of online returns I've no idea which our local VAT office is, (our accountant is very ill so I can't ask him at present) but I'll write to the CT people and no doubt when we don't pay the VAT owed on the return someone from the VAT will be in contact with us that we can reply to.....
 
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davedouble

Free Member
Jan 25, 2013
22
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Hi All,

I thought I would give a quick update on my situation, especially to Spongebob and Alan who have been very helpful. Firstly the HMRC investigation into my wife's tax which my new accountant first thought was in direct connection with my wifes Overdrawn DLA, turned out to be a tax inspection 'fishing trip'.

They have written to her saying that the case is closed after we gave them full disclosure with P60's etc, turns out that the DLA was a lot less than previously put down by first accountants.

We took the Spongebob plan and wrote to the two creditors using the letter template, heard nothing back from these. We then filled out the DS01 with a £10 postal order and received two weeks ago the letter from CH acknowledging this and our company appeared in the Gazette about six days ago.

I assume we now have the standard 3 month wait to hear if this is successful?, hopefully it will be sooner.

Thanks

DD
 
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davedouble

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Jan 25, 2013
22
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Spongebob,

Just wondered if you were around to advise on this.

The company is still awaiting it's final Gazette notice, this will probably be in June. But I have just received something from HMRC which states that they are going to proceed with the claim on outstanding CT at over £15K.

They threaten distraint and all sorts of things. We have zero assets as limited co, sent letters to all creditors prior to winding up and nobody responded.

Can HMRC take the house?

All was calm and simply waiting, but I am now a little shaken. Shall I write back saying again we are closing, they can wind us up but we have no assets, perhaps they will either hold off or liquidate.

Thanks

Dave
 
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The company is still awaiting it's final Gazette notice, this will probably be in June. But I have just received something from HMRC which states that they are going to proceed with the claim on outstanding CT at over £15K.

They threaten distraint and all sorts of things. We have zero assets as limited co, sent letters to all creditors prior to winding up and nobody responded.

Can HMRC take the house?

All was calm and simply waiting, but I am now a little shaken. Shall I write back saying again we are closing, they can wind us up but we have no assets, perhaps they will either hold off or liquidate.

You need to be careful of terminology here, as winding up and striking off are completely separate acts - and your letter above was to declare insolvency, and following this you applied for striking off.

They can threaten distraint, and even send the bailiffs in. However, as the company has no assets of its own the bailiffs are powerless - the only thing they could try is to get you to pay personally for the companies debts, and you wouldn't want to do this would you?

HMRC can also pursue the CT owed - but normally only from the company. The only caveat is an overdrawn directors loan account or unlawful dividends where the directors could face a personal liability. The only thing they can do is object to the striking off and perhaps to start formal liquidation - though it would be a folly for HMRC to do this as it will cost them a few thousand for no return.

Again a couple of times you say "we" have no assets. Be very careful to differentiate between yourself personally and the company.

Your house is not at risk unless a company asset.

If you have resigned as director, don't do anything. If you are still a director, you could reply but the cost of the stamp and the time in doing this you will be giving free of charge to the company, so I wouldn't bother.

If any further letters arrive, simply put back in the post marked 'ceased trading - return to sender'
 
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davedouble

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Jan 25, 2013
22
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You need to be careful of terminology here, as winding up and striking off are completely separate acts - and your letter above was to declare insolvency, and following this you applied for striking off.

They can threaten distraint, and even send the bailiffs in. However, as the company has no assets of its own the bailiffs are powerless - the only thing they could try is to get you to pay personally for the companies debts, and you wouldn't want to do this would you?

HMRC can also pursue the CT owed - but normally only from the company. The only caveat is an overdrawn directors loan account or unlawful dividends where the directors could face a personal liability. The only thing they can do is object to the striking off and perhaps to start formal liquidation - though it would be a folly for HMRC to do this as it will cost them a few thousand for no return.

Again a couple of times you say "we" have no assets. Be very careful to differentiate between yourself personally and the company.

Your house is not at risk unless a company asset.

If you have resigned as director, don't do anything. If you are still a director, you could reply but the cost of the stamp and the time in doing this you will be giving free of charge to the company, so I wouldn't bother.

If any further letters arrive, simply put back in the post marked 'ceased trading - return to sender'

Thanks David for the reply

Yes the company has filed a DS01 which made it's first announcement in the gazette, so we are asking for the company to be stricken off.

The company traded from home which is a separate entity not an asset, so can I stop a bailiff entering my property for a limited company debt?

Shall I write to them returning the letter? The original debt was for CT and spread over 3 years, we are having the letters only because the company has stopped and it could not pay the monthly amount.

I think that HMRC do not even know that the company has filed for striking off, perhaps a letter explaining this might halt things.

Or, we wait until a hopeful June without any contest to the striking off and they would have to resurrect the company to charge it.

Thanks again.

Dave
 
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davedouble

Free Member
Jan 25, 2013
22
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Quick update HMRC have opposed the closure by Companies House of the ltd co because there are CT and VAT amounts outstanding.

The last 6 months before closure we had a CT tax bill for the previous year which we negotiated to pay by instalment, by some pressure. We paid three instalments but could not continue because there was simply no money. Vat was minimal because we simply were not trading.

The CT was the result of pretty stupid advice from our accountants.

I now have to make contact with HMRC to talk through the debt plus they say the Company Return is also due!

Do these people understand WHY we are insolvent!

I would like to update them, no money, no assets and pointless filing any accounts as we do not have the money to do these and would certainly not trust our old accountant.

Any advice please?

Thanks all again

Dave
 
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Spongebob

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Dec 9, 2008
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Quick update HMRC have opposed the closure by Companies House of the ltd co because there are CT and VAT amounts outstanding.

The last 6 months before closure we had a CT tax bill for the previous year which we negotiated to pay by instalment, by some pressure. We paid three instalments but could not continue because there was simply no money. Vat was minimal because we simply were not trading.

The CT was the result of pretty stupid advice from our accountants.

I now have to make contact with HMRC to talk through the debt plus they say the Company Return is also due!

Do these people understand WHY we are insolvent!

I would like to update them, no money, no assets and pointless filing any accounts as we do not have the money to do these and would certainly not trust our old accountant.

Any advice please?

Thanks all again

Dave

You don't have to talk anything through with HMRC; indeed I would urge against it.

Have you sent them a copy of the Spongebob letter? If not - send one immediately. If you have - send it again to every address you can find for them.

That letter tells them all they need to know. There is absolutely nothing to be gained from any dialogue with them. Ultimately the only recourse they have is to wind the company up - which is the next best option to it being struck off.

Forget all about the insolvent company - events will run their course - and concentrate your energies on the next phase of your lives.
 
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davedouble

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Jan 25, 2013
22
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You don't have to talk anything through with HMRC; indeed I would urge against it.

Have you sent them a copy of the Spongebob letter? If not - send one immediately. If you have - send it again to every address you can find for them.

That letter tells them all they need to know. There is absolutely nothing to be gained from any dialogue with them. Ultimately the only recourse they have is to wind the company up - which is the next best option to it being struck off.

Forget all about the insolvent company - events will run their course - and concentrate your energies on the next phase of your lives.

Thanks Spongebob,

I will resend the letters again, dated as copies of the original to this new address.

Thanks again.

Dave
 
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I will resend the letters again, dated as copies of the original to this new address.
I don't dissagree with Spongebob much, but this time I do - but he may not have realised that you have resigned as director.

As you are no longer a director, you have no legal authority to 'make contact' or even 'talk through' the debt on behalf of the company. In fact, if you do then you are acting in a way that could make you personally liable. So be careful, and always think about the hat you are wearing - even HMRC employees frequently fail to understand the concept of Body Corporate, despite it being around for the last couple of centuries or so.

If you feel the need to reply, then simply state that the company is insolvent, you are no longer a director and they should refer to the shareholders to see if another director will be appointed.

If HMRC, or anyone else writes to you as a shareholder (assuming that you are) then simply write back saying that as the company has no money and no means of raising any, it is not possible to appoint a director as this person cannot be remunerated for their work.
 
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davedouble

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Jan 25, 2013
22
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I don't dissagree with Spongebob much, but this time I do - but he may not have realised that you have resigned as director.

As you are no longer a director, you have no legal authority to 'make contact' or even 'talk through' the debt on behalf of the company. In fact, if you do then you are acting in a way that could make you personally liable. So be careful, and always think about the hat you are wearing - even HMRC employees frequently fail to understand the concept of Body Corporate, despite it being around for the last couple of centuries or so.

If you feel the need to reply, then simply state that the company is insolvent, you are no longer a director and they should refer to the shareholders to see if another director will be appointed.

If HMRC, or anyone else writes to you as a shareholder (assuming that you are) then simply write back saying that as the company has no money and no means of raising any, it is not possible to appoint a director as this person cannot be remunerated for their work.

Thanks David,

When you say 'resigned as a director' is that automatic when the DS01 is sent from the company. Or do we have to remove ourselves from the company using the Companies House online system?

Many Thanks

Dave
 
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davedouble

Free Member
Jan 25, 2013
22
2
Hi,

I'm in a similar situation here - waiting for the company to be struck off... one question, what should be done with the company bank account ?

- Close it ?
- Or just leave it

There are no funds in it....

Thanks

arigold,

We are currently in the same situation, informed the bank that we were closing. The account had no overdraft facility but they had returned a number of Direct Debits knowing full well there was no money in the account, so we have £40 charges mounting up for each.

We have notified them again to close the account and the charges for returned DD's have amounted to nearly £600.

I would notify your bank, or try and close it yourself.

Thanks

Dave
 
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davedouble

Free Member
Jan 25, 2013
22
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Excellent!

Keep checking the company's status on the CH website. One day it will say 'dissolved' and you will owe Alan and I a pint! :)

Spongebob, do you want a packet of nuts to go with that pint :D

Strangest thing has happened, company is showing now 'Dissolved'

HMRC have been sending letters saying they are aware of our request to close company, but saying they have opposed this because of CT outstanding.... oops :cool:

What happens now......

Dave
 
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Spongebob

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Dec 9, 2008
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Technically HMRC can apply to have the company re-instated. However, they would then have to wind it up leading to compulsory liquidation via the Official Receiver.

This scenario is possible, but it is very unlikely to happen.

You ask 'What happens now?'

Hopefully nothing!

My advice is to keep schtum and keep your head down. If you get any more letters from HMRC just return them with a note saying 'Company now dissolved'. Chances are that some functionary will simply check the company's status and close the file.

Never underestimate the extent to which HMRC's right hand doesn't know what its left hand is doing...


Things might yet go all Pete Tong but cross that bridge if and when you come to it!

Mine's a pint of Pedigree.
 
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davedouble

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Jan 25, 2013
22
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Mine's a pint of Pedigree.
Coincidentally, so's mine - unless they have Doom Bar!

Sorry guys, did not want you to think the 'ting of last orders please at the bar' sent me scarpering :D

How do I get these pints to you without spilling anything, mind you I usually end up with most of my pint on the floor when travelling just from the bar to the table.

Really appreciate all your wise words and encouragement, things are certainly looking up now.

Although I am still getting letters from Collection Agencies for HMRC. Even after sending out a letter saying company had closed etc etc, the swines sent me another letter saying 'thank you for your recent letter agreeing to a stage payment on the terms enclosed'.

These muppets will try anything!

dave (waving a tenner still trying to get served!)
 
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