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No shares whats my liability?

  • 18-09-2009 11:05am
    #1
    forgotmypasswor
    Closed Accounts Posts: 6 ✭


    A while a go a friend wanted to set up a company and asked if i would help him. I said yes(i know friends and family are a no no). When he set it up he gave himself 100% of the shares and just had me down on paper as being part of it.
    I started getting letters in my door looking for money so i tried calling him and no answer. Now my "friend" has disappeared and when i went over to his place it was empty except for 2 garbage bags full of un opened mail. Looking at it and noticing my name on some of them I started opening them. Bills,Solicator letters and letters from the sherif. A lot of money owed probably in the region of 40k. How much trouble am i in? I'm really scared and didn't sleep last night. I'm working 2 jobs and still dont have a pot to urinate in to the point that if i want to go out for a few drinks i have to plan it weeks ahead and save for it. I'm thinking the worst.


Comments

  • #2
    Bandara
    Registered Users, Registered Users 2 Posts: 3,282 ✭✭✭Bandara


    forgotmypasswor wrote: »
    A while a go a friend wanted to set up a company and asked if i would help him. I said yes(i know friends and family are a no no). When he set it up he gave himself 100% of the shares and just had me down on paper as being part of it.
    I started getting letters in my door looking for money so i tried calling him and no answer. Now my "friend" has disappeared and when i went over to his place it was empty except for 2 garbage bags full of un opened mail. Looking at it and noticing my name on some of them I started opening them. Bills,Solicator letters and letters from the sherif. A lot of money owed probably in the region of 40k. How much trouble am i in? I'm really scared and didn't sleep last night. I'm working 2 jobs and still dont have a pot to urinate in to the point that if i want to go out for a few drinks i have to plan it weeks ahead and save for it. I'm thinking the worst.

    solictors is your first and only port of call. asap.

    hope it works out for you


  • #3
    forgotmypasswor
    Closed Accounts Posts: 6 ✭forgotmypasswor


    I am in the process of seeing a solicator but that won't happen till next week. I only found this stuff last night and i was kind of hoping for some good news here for the weekend so i can worry a little less.


  • #4
    kmick
    Registered Users, Registered Users 2 Posts: 3,375 ✭✭✭kmick


    You are probably a director. Do you know the name of the company? Did you sign anything?


  • #5
    Bandara
    Registered Users, Registered Users 2 Posts: 3,282 ✭✭✭Bandara


    forgotmypasswor wrote: »
    I am in the process of seeing a solicator but that won't happen till next week. I only found this stuff last night and i was kind of hoping for some good news here for the weekend so i can worry a little less.

    http://www.legalline.ie/areas-of-law.html

    these are worth ringing imo


  • #6
    forgotmypasswor
    Closed Accounts Posts: 6 ✭forgotmypasswor


    kmick wrote: »
    You are probably a director. Do you know the name of the company? Did you sign anything?

    Yes I did sign something back at the begining and I think i am a director does the fact that he owns 100% of the shares not make any difference?? In the begining he said it does


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  • #7
    Sleipnir
    Registered Users, Registered Users 2 Posts: 5,513 ✭✭✭Sleipnir


    forgotmypasswor wrote: »
    Yes I did sign something back at the begining and I think i am a director does the fact that he owns 100% of the shares not make any difference?? In the begining he said it does

    Not really I'm afraid.

    http://www.formacompany.ie/directors.html


  • #8
    maxwell smart
    Registered Users, Registered Users 2 Posts: 1,940 ✭✭✭maxwell smart


    Is it limited or unlimited by share capital? Are you down as the company secretary?
    Have there been any AGM's held which you attended? These are the things to have ready for the solicitor.
    Have any accounts been filed at company house?


  • #9
    forgotmypasswor
    Closed Accounts Posts: 6 ✭forgotmypasswor


    maxwell smart wrote: »
    Is it limited or unlimited by share capital? Are you down as the company secretary?
    Have there been any AGM's held which you attended? These are the things to have ready for the solicitor.
    Have any accounts been filed at company house?

    Limited. Don't know if i'm down as secretary.No agm's.Would think that nothing has been filed with company house just judging by all the letters that where unopened.


  • #10
    soddy1979
    Registered Users, Registered Users 2 Posts: 284 ✭✭soddy1979


    Hammertime wrote: »
    http://www.legalline.ie/areas-of-law.html

    these are worth ringing imo

    You should do this now. Nobody here can advise you as well as a solicitor.


  • #11
    GerardKeating
    Registered Users, Registered Users 2 Posts: 7,806 ✭✭✭GerardKeating


    forgotmypasswor wrote: »
    Yes I did sign something back at the begining and I think i am a director does the fact that he owns 100% of the shares not make any difference?? In the begining he said it does

    How long has the company going, you should check with the CRO site if they have filed accounts, or are late with them.

    Your friend cannot own 100% of the company, a director must be a shareholder, so you own at least one share, but since shareholders are not liable for any debt, this does not make much difference.

    Does the company have any bank accounts, to open an account, all director would have had to sign a form, also did the company have a credit card, or did you sign any loan guatantee forms?


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  • #12
    Columba Rad
    Closed Accounts Posts: 825 ✭✭✭Columba Rad


    GerardKeating wrote: »
    Your friend cannot own 100% of the company, a director must be a shareholder, so you own at least one share, but since shareholders are not liable for any debt, this does not make much difference.
    I own 100% shares of my company, the other director has zero shares.

    OP, I can recommend my solicitor to you, PM me if you want the details.

    -Patrick


  • #13
    forgotmypasswor
    Closed Accounts Posts: 6 ✭forgotmypasswor


    GerardKeating wrote: »
    How long has the company going, you should check with the CRO site if they have filed accounts, or are late with them.

    Your friend cannot own 100% of the company, a director must be a shareholder, so you own at least one share, but since shareholders are not liable for any debt, this does not make much difference.

    Does the company have any bank accounts, to open an account, all director would have had to sign a form, also did the company have a credit card, or did you sign any loan guatantee forms?

    Going about 3 years. He does own 100% of the shares. Had bank account was over drawn thats the letter I got to my home address that started all this going. I did sign a form guaranting that over draft that's why they came after me at my home address. No credit cards that I'm aware of anyway.
    Just checked cro. It says company was dissolved January of this year.


  • #14
    patftrears
    Closed Accounts Posts: 174 ✭✭patftrears


    GerardKeating wrote: »
    Your friend cannot own 100% of the company, a director must be a shareholder, so you own at least one share,
    All incorrect
    forgotmypasswor wrote: »
    Going about 3 years. He does own 100% of the shares. Had bank account was over drawn thats the letter I got to my home address that started all this going. I did sign a form guaranting that over draft that's why they came after me at my home address. No credit cards that I'm aware of anyway.
    Just checked cro. It says company was dissolved January of this year.
    Shareholders own the company and have little liability a part from the value of their shares.

    Directors are responsible for running the company and have big responsibilities.
    Was the company dissolved or struck off ? That's important, if it was struck off, you loose limited liability.

    Forget about all that right now.
    If you signed a personal guarantee, you are personally responsible for the money owed, this has nothing to do with the company. There is no way to get out of this, no protection from company law or the fact the other director did it without your knowledge.


  • #15
    forgotmypasswor
    Closed Accounts Posts: 6 ✭forgotmypasswor


    patftrears wrote: »
    All incorrect


    Shareholders own the company and have little liability a part from the value of their shares.

    Directors are responsible for running the company and have big responsibilities.
    Was the company dissolved or struck off ? That's important, if it was struck off, you loose limited liability.

    Forget about all that right now.
    If you signed a personal guarantee, you are personally responsible for the money owed, this has nothing to do with the company. There is no way to get out of this, no protection from company law or the fact the other director did it without your knowledge.

    I only signed a personal guarantee for the bank overdraft...which is now 3k. If that's all I will have to pay it sounds a lot better than the 40k not that I want to have to pay anything. The rest of the money owed is to other business for goods and services.
    According to cro the company was dissolved.


  • #16
    Kinetic^
    Closed Accounts Posts: 13,249 ✭✭✭✭Kinetic^


    GerardKeating wrote: »
    Your friend cannot own 100% of the company, a director must be a shareholder, so you own at least one share, but since shareholders are not liable for any debt, this does not make much difference.

    Woah! You really need to learn something about company formations before you start dishing out false information like that. A company needs 2 directors but only 1 shareholder.


  • #17
    patftrears
    Closed Accounts Posts: 174 ✭✭patftrears


    forgotmypasswor wrote: »
    I only signed a personal guarantee for the bank overdraft...which is now 3k. If that's all I will have to pay it sounds a lot better than the 40k not that I want to have to pay anything. The rest of the money owed is to other business for goods and services.
    According to cro the company was dissolved.
    Not what I meant.

    The personal guarantee you must pay. (3k)

    The company was probably struck off because it failed to file returns. Cost to fix up the dissolved company CRO late fees, Auditors etc (3K approx)

    If it was struck off by CRO you loose limited liability and are personally responsible for the companies debt. It will also be very difficult to close the company with the outstanding debt.

    This is a mess, you need to seek professional advise, do it now as this will only get worse not just disappear.


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