existing company director start new company?

commuterised

Hi all,

about 6 years ago I started contracting for an IT company. They requested I set up a limited company before I started working so I went to my local account, bought an off the shelf company and got my family to sign as company directors, set up my bank accounts etc.

I only contracted for 1 year then I got a permanent job with another company.

I closed the bank accounts, but I have not done anything with any other company records.

I asked my accountant a few years ago about closing down the company as I wanted to tie up the loose ends and he said it was a lot of hassle and wasn't really worth doing. So I haven't done anything since.

However, now I am planning to change jobs and I hope to set up a new company of my own in a different area in the next 12-18 months. Can I still do this while I am still listed as company director of the company I set up to contract? I really have no clue what to do here. I need to talk to my accountant, but as he hasn't been that helpful in the past I want to find out what's best to do so I know what to ask him. I also want to change accountants for my new venture so I need to be careful what I say to him.

all help gratefully appreciated!

fintan

Shouldn't be a problem at all

madramor

it is no problem for you to be a director of more than 1 company

"I asked my accountant a few years ago about closing down the company as I wanted to tie up the loose ends and he said it was a lot of hassle and wasn't really worth doing. So I haven't done anything since."
do you mean that you haven't filed annual returns, if so you might
be in trouble, as the cro are starting to get strict on companies not filing
docs.

check the cro website to see if your company has been filing returns

it is possible for you to be prevented from being a director of any company,
if the office of directors of corporate inforcement think you have not been,
complying with your duties as a director of the original company ie filing returns

commuterised

I got a letter last year asking me to sign some B1 forms and looking for a cheque for 30euro for each form, from 99 to 03, so I sent them back, but they cheques were never cashed and the accountant is hopeless at returning my calls.

Whats the cro website?
how do I check about my company?

commuterised

hey I just found that website, and I've found my company details,
I'm not on the strike off list,
My Company status is dissolved:
What does it mean?
Sorry for all the questions, this is trully not my area of expertise.

Company
Type
Company

Number
[my company no.]

Name
[my company name] LIMITED

Address
[my company address]

Registered
11/06/1998

Status
Dissolved

Effective date: 24/11/2000

Last AR Date
N/A


Next AR Date
11/12/2002

The 'Next AR Date' refers to the statutory Annual Return Date (ARD). This is a date after 1 March 2002 to which an annual return should be made up. If a company has annual returns outstanding for previous years the obligation to file these returns is a continuing one.

Please note that the Next AR Date is updated each evening.

Last Accounts To Date
N/A

Our man in Havana

This means that the company no longer legally exists at all. From the looks of it it was struck off for not filing returns. You could be in trouble. Best to consult a professional before forming a new company.

MartMax

I think I know why your company became disolved, it could had been struck off by CRO ie. involuntary resulting failure of filing annual returns.

Involuntary strike off means your company and the directors are possibly in trouble. This CRO web page briefly explains all that :

Involuntary Strike Off

Voluntary strike off process has now became easier and cheaper, and consume less time than before. You should have filed a request to strike off earlier. Assuming the company did nothing and have nil balance sheet, it should be easier. Have all outstanding annual returns filed, advertise a declaration in local newspaper, and get confirmation from Revenue that they have no objections and no outstanding liabilities. You can read all that :

Voluntary Strike Off

Good luck. PM me if you need further assistance, I might be able to get you some help...

commuterised

thanks for all the replies guys,
I got through to my old accountant yesterday and he confirmed that he had closed down the company as I requested. The cheques I sent for the B1 & B3 forms had never been cashed so I presumed something had gone wrong but he said everything had been filed and I don't have to do anything more, so I'm finally free!!!

once again thanks for the input

narommy

I wouldn't believe your accountant for a minute.
Get a new one and a solicitor.

He is not going to tell you that he never actually filed the returns and be implicated for getting you & your family disqualified from being directors. I'm not sure what the actual postion is but you need to get independent advice. It can cost several grand to get new company reinstated. not sure how it works.

You mightn't need to get the new company re instated. You could possibly get another one set up.

They disolved several thousand companies over the 3-4 years.

I'm sure you could check with the CRO to see if directors are disqualified.[/B]

seamus

B1 & B3 have nothing to do with winding up a company.

Ring the CRO. Explain your situation. Ask them if the company was dissolved on request, or if it was dissolved by them. If it's the former, rest easy, if it's the latter, spend the entire day on the phone to them if necessary, finding out everything you need to do, and getting your hands on every form you need to fill out.

Then explain the non-cashing of cheques from last year. That sounds like they never arrived at the CRO. Did you mail them directly or via your accountant?

madramor

if you are a director of a company it is your responsibility to lodge
docs and comply with regulations(s o you can't blame it on the accountant
and say well i gave him the money and told him to do it)

check the cro website to see the list of docs filed by the company,what where
the last 3 docs filed with the cro.

i find it hard to believe that your accountant would be able to windup the
company without the signatures of the directors(so i would be reluctant to
believe him when he said he did it)

Our man in Havana

They must apply to the High Court to disqualify you as a director. If they did this you would most certainly know about it. If they havent done this there is nothing stopping you from being a director of a company or forming a new one.

Also, The Director of Corporate enforcement must apply to The High Court within 12 months of the strike off to disqualify you as a director. If 12 months have passed you are in the clear.

ur mentor

If company is dissolved it can usually be set up again. I just finished reinstating one and it cost just over €5k.
If the company has assets especially property before it was dissolved then the assets transfer to the state and it is not possible to sell them or use them for mortgages etc.
If there are no assets and you need a new company then you need to set up a new one rather than reinsate the old one.
Be careful the company wasnt struck off at Revenue request as that will get you in bother while they try to figure out extensive and expensive back taxes!
With regard to your accountant- start commiting communication to writing. Try to review history in writing and get accountant to confirm items.
Seems daft to write cheques to CRO for a compaany that was dissolved by accountant. Seems dafter if accountant asked you to write them and sign B1.
Personally i would be far more concerned at Revenue implications rather than the risk of being restricted as a director.

MartMax

ur mentor wrote:

Personally i would be far more concerned at Revenue implications rather than the risk of being restricted as a director.

I totally agree with mentor... They are more than willing to dig deep - you and your history of "unsettled liabilities"...

My Life

If your company was dissolved and you have`nt heard anything in writing from the CRo or any other Government body you are free to set up a new one. It is highly likely your co. was struck off for failing to file annual returns in which case you don`t have a problem.

If you are not sure about accessing the CRo web site you should go to a company shop and get them to pull down all the docs filed against your co. they should be able to do this for a small fee. They will also be able to tell you if you were listed for strike off and when.

If you want to re-instate the company which I don`t think you do, you can go to the Circuit Court if it is dissolved less than 12 months and if it is any more than this it has to be a High court application. (nearly sure about this)

You should just go ahead and set up a new Co. and stay away from your accountant if you would call him that.

One thing you should be wairy of is if your Companys registered office is that of your accountant and he is as incompetent as he sounds you should definitly check all documents filed against your company just in case he got all your post and never passed it on. You would not have been restricted or disqualified in the past (although this has changed) unless your company was put into liquidation and in this case the liquidator would have had some contact with you , definitly and you would know.

handel

You should be OK, provided you aren't restricted from being a director. You can download the list of restricted directors on www.cid.ie or you can search it on the CRO website at www.cro.ie.

PRman

You're situation is quite common - it's just a matter of whether the director of corporate enforcement comes after you. My guess is unless you are a repeat offender you should be OK. There's probably 10,000 people in your situation so I wouldn't worry about it. If you need expert advice I can recommend www.cbf.ie who are a company secreatrial practice and can advise you

GerardKeating

seamus wrote:

B1 & B3 have nothing to do with winding up a company.

but they do in a way.

the B1 is the annual returns. He would have had to file some annual returns to close the company down.

The CRO site should list if the company is closed down.

I am not sure if it will show why a company is closed, but my is listed as

"Dissolved

Effective date: xx/xx/xxx"

and it was closed down in an orderly fashion.