What do the experts think ?

[Picture Bute]

This is a scenario I saw unfold fairly close to me and was wondering what you experts think. Is it illegal or just 'sharp practice'

OK, person has two companies. Company A Ltd and Company B Ltd.

Both have been around a few years and filed dormant accounts. Around a year ago (or maybe slightly more), Company A starts trading.

Company B isn't trading and recently files dormant accounts. Company B then changes it's name to Company A.

Company A changes it's name to something very close to Company B.

New Company A then files dormant accounts.

Surely that can't be legal ?????

 

[Scalloway]

Surely that can't be legal ?

Changing a company's name?

 

[Ozzy]

It's not illegal, but I would raise an eyebrow at it and wonder why.

 

[Mark T Jones]

As above - definitely questions to be asked if you intend to do business with them, but nothing legal or necessarily dodgy

 

[Picture Bute]

As above - definitely questions to be asked if you intend to do business with them, but nothing legal or necessarily dodgy

While I bow to your superior etc etc, this allows one company to trade for nearly a year without accounts being filed and with that trading history never being recorded.

 

[Newchodge]

While I bow to your superior etc etc, this allows one company to trade for nearly a year without accounts being filed and with that trading history never being recorded.

Only if they are filing fraudulent accounts. Changing a company's name while keeping the same registration number achieves nothing. It is filing the fraudulent accounts that is the issue.

 

[Picture Bute]

Only if they are filing fraudulent accounts. Changing a company's name while keeping the same registration number achieves nothing. It is filing the fraudulent accounts that is the issue.

Right, OK, that makes sense. So, say company one ltd had traded and company two ltd hadn't (dormant accts) Company Two ltd changes it's name to Company One Ltd and files dormant accounts, because company company 2, in the year up to the name change, had never traded. It's the company reg number that had traded, not the company name, so filing dormant accounts immediately post name change would be a wee bit fraudy ? Have I got that right

 

[Newchodge]

Right, OK, that makes sense. So, say company one ltd had traded and company two ltd hadn't (dormant accts) Company Two ltd changes it's name to Company One Ltd and files dormant accounts, because company company 2, in the year up to the name change, had never traded. It's the company reg number that had traded, not the company name, so filing dormant accounts immediately post name change would be a wee bit fraudy ? Have I got that right

I don't think you can file dormant accounts once you have started trading, but I could be wrong about that. But it is the registration number that matters when filing accounts. Not the name.

EDIT It might be a bit clearer if you add a false reg number like 123 when you talk about each company.

 

[Mark T Jones]

If you can prove that they are passing off one company as another, there might be a case.

Is that happening, or are you guessing?

 

[Picture Bute]

If you can prove that they are passing off one company as another, there might be a case.

Is that happening, or are you guessing?

Co Ho says its already happened.....in fact company B has applied to strike off as well, as of today.

 

[Mark T Jones]

Co Ho says its already happened.....in fact company B has applied to strike off as well, as of today.

It might help to know what you are actually trying to achieve?

Yes, they've probably been a bit slippery - but that isn't illegal.

Do you have any evidence of passing off?

Have you suffered a loss?

What are you hoping for,

 

[FreddyG]

Company B isn't trading and recently files dormant accounts. Company B then changes it's name to Company A.
Company A changes it's name to something very close to Company B.
New Company A then files dormant accounts.
Surely that can't be legal ?????

It sounds as if someone has run-up some debts and does not want to pay, so they fold. OldCo with all the debts is no more and NewCo carries on as if they are OldCo.

Legality? Depends on the circumstances. We are back to Goethe again and all that guff about the Devil hiding in the details!