Request an Audit

[ACW1216]

Hello,
Here is the situation. I am going through a divorce, I am a 22.5 % shareholder and director in one of my soon to be Ex's companies. He is refusing to show a full set of accounts. When I requested to see the accounts he removed me as a director from the company without my knowledge. To keep it as short as possible, can I request an audit? The company is a Small Company. Thank you in advance.

 

[Mr D]

Yes.

 

[ACW1216]

I thought so. I have been told by a forensic account I couldn't because the company is too small!

 

[Chris Ashdown]

If its a UK Limited company and you own the shares I think over 5% but may be higher you can force the company to have a independent audit which the company pays for

I don't know if the audit company has to let you have the results though

You can get a copy of the filed accounts at companies house but they can be about 18 months old depending on there year end date

 

[ACW1216]

Hi Chris,
I think it is 10%. I need to see the full accounts, not the abbreviated accounts on companies house. The forensic accountant seems to think that because it is a "small company" I cannot request an audit. I have looked at the Companies Act 2006 but cannot find anything to say because it is a small company I cannot request an audit.

 

[Newchodge]

Hi Chris,
I think it is 10%. I need to see the full accounts, not the abbreviated accounts on companies house. The forensic accountant seems to think that because it is a "small company" I cannot request an audit. I have looked at the Companies Act 2006 but cannot find anything to say because it is a small company I cannot request an audit.

why not ask the forensic accountant for their reason?

 

[ACW1216]

Have e-mailed them and my solicitor. Wanted to canvas opinion.

 

[The Resolver]

The accountant is thinking of the rule introduced in 2006 (s475 Companies Act 2006) that allowed small companies to not have to have their accounts audited. That had been the general rule and applied whether or not any shareholder requested it,. But this has nothing to do with the rights of a shareholder with no less than 10% of shares to require an audit. The directors cannot refuse and no reason needs to be provided.

The request, to be effective in any one accounting year, must be served on the directors no later than the end of the 11th month in that year.

This applies to the full annual accounts not the abbreviated accounts.

Unless either you resigned in writing as director or he issued to you a 28 day written notice of a shareholder meeting to pass a resolution to remove you from the Board, and which you were allowed to attend, then you are currently still in law a director and must put this down in writing asap with him and the Registrar of Companies. You may have to go to court for an injunction.The problem is that even if you obtain the order reinstating you a director, he can then serve another 28 day notice. But this may give you enough time to apply your right a director to see the full financial records of the company.

 

[thevaliant]

I'd agree with everything the Resolver has said, but would add a few points:

1. Removing you as a director doesn't remove your right to see the full accounts anyway (Shareholders can always see the full accounts).
2. You can indeed request an audit, with a 10% shareholding. Beware this may not achieve what you want it to achieve. It is likely that an auditor, knowing the real reason for the audit would refuse to take on the job. In all honesty, requesting one is likely to just lead your (ex) husband to bin the Company off, or simply ignore this and all further requests.
3. I'd be VERY careful about the forensic accountant you are using. The 10% rule is pretty basic stuff (well, it is to me) and them not knowing about it would set alarm bells ringing.

 

[The Resolver]

The Valiant, I agree shareholders are entitled to see the annual accounts but I was referring to the “full financial records” that the OP can be denied once no longer a director. The former is just a limited aggregated record of financial transactions that are several months, and up to around two years, old . The latter are the lists of individual transactions and aggregated records of them such as bank statements and management accounts that can be right up to date. The latter is much more useful in negotiations.

As to the auditor , his refusal does not excuse in law the failure on the part of the director to have one conducted. He would simply ask any other auditor. The heavy action he took in response to a request to see the books, suggests he has something to hide and thus the demand itself for the audit may help negotiations.

I agree with The Valiant’s comment as to the experience of the forensic accountant.