How to disolve a Ltd Company.

[JoDee]

I am asking for a friend as he has no access to a computer. Him and his wife set up a company where he is the director and she the secretary. Both have 50% equal shares.

They have split up and he needs to get out of the company. It was not an amical split and she has kept the business computer so he cannot access his files etc.

Can he just dissolve the company as he has set up another company. What about his creditors / debtors. As with having no access to anything he is in the dark. All paperwork is going to their home address so he has no knowledge what is happening.

I have suggested he goes to see his accountant and bank first. But can he just change the password as she has 50% share.

Who has the rights to these records him as director or her as secretary as she have equal shares in the company and they both set up the company.

Thansk

 

[Scalloway]

Can he not get access to the company bank to get copy statements? Can he get in touch with the company's debtors and creditors?

If the company has outstanding debts the creditors must be advised if he is going to dissolve the company.

If I were involved I would make serious attempts to reconstruct the records before I tried to dissolve the company.

 

[Mr D]

You are the sole director?
She's just a shareholder? Or is she a director too?

 

[Chris Ashdown]

A director has total powers to run the company whist a company secretary has no powers just a duty to keep the records and now that position is not required by law anymore, for smaller companies, so can be removed from the company house records

If she is not a director then she has no power to act for the company and as the sole director you can stop her having access to the bank etc by contacting the bank and removing her name

It would seem a good time to contact any firms you are involved with and notify them that you have split up and open another form of contact

 

[JoDee]

He says the company was set up in both their names as him as director and her as secretary. with equal shares . I have just gone on to companies house and it does say he is director her secretary and 50/50 shares.
He is the only one that can sign cheques and has the bank card but she has the laptop and when he went to bank he saw that she had been taking money out of the account and had set up a SO to herself. The bank want it to run to see what else she does. But that is not really the the point if she is taking money out. He also says bank informed him that after his card was rejected that they had been informed the card had been reported as lost and asked for a new card and pin. they want to see if that new card that has already been dispatched is going to be used.
He has informed some of his creditors and debtors but as she did all the books he cannot remember all the info. Plus all his work charts are on the computer which he needs for work but she says she through everything out and has not got laptop, but he thinks she still has. She has threatened him with police if he goes to house to get anything.
I thought it was bad when me and my partner split but she had nothing to do with my company , though she did try to say as we lived together, but she had no chance after speaking to my accountant. The gays business has been going around 2-3 years.

 

[Lisa Thomas]

If he is the sole Director he needs to stop her access to the information and take insolvency advice as to whether Liquidation or dissolution is applicable.

She needs to hand over the Company any of the Company information she is holding.

Dissolution procedure is here:

https://www.gov.uk/government/publications/company-strike-off-dissolution-and-restoration

If the Company is Liquidated the Liquidator has powers to force her to hand over the information.

Both of the above may be very difficult in the circumstances. Eventually a creditor will Liquidate the Company or C House will strike it off.

 

[JoDee]

Thanks Lisa for that I will tell him. I hope he gets it sorted soon otherwise there is going to be no money in his business account and he is frightened that any bills are not being paid as they go to her address. So told him to redirect his post asap.

 

[Chris Ashdown]

Asa a director he can make the bank stop her using the account and they cannot refuse, they can also issue him with a new card

 

[JoDee]

Even though she has 50% share? that's what he is worried about. She has said she owns half of the company

 

[Blaby Loyal]

Even though she has 50% share?

Yes: if the director requests the change(s) to the bank and the bank actions them then it's a done deal.

Directors' and shareholders' duties and powers are very different.

 

[Lisa Thomas]

As Blaby Loyal says Directors and shareholders are two different things.

 

[Mr D]

Even though she has 50% share? that's what he is worried about. She has said she owns half of the company

So anything relating to a shareholder meeting she has half the votes. She can also benefit from any dividends and if the company was ever sold she'd get half because she owns half.

What a shareholder doesn't do is the day to day of the company. That's what the director does.

Director has responsibilities the shareholder does not have.