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Can my (ex) accountants do this?


krysp
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Not sure if this is the appropriate forum, but here goes.

 

I dissolved my Ltd company back in October 2011 through Companies House. Had no outstanding debt through the business (or so I thought) so it all went through without any problems.

 

Last week, I received a final invoice from my accountants for services up to dissolution. The invoice is to me personally.

 

Am I liable for this debt?

 

I've checked the agreement between my company and the accountants and as far as I can see there is nothing in there that transfers any liability to me.

 

Are they trying to pull a fast one?

 

Note: My understanding is that Directors of a company are shielded from these types of scenarios unless a personal guarantee is signed. Is that assumption correct?

 

Any help would be much appreciated...

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The company has a seperate legal status from its staff of which the directors are included. Unless there is a personal gaurentee in place the the director is limited to the value of the initial investment which is usually £100 but can depend on the original paperwork of incorporation. If the accountants can prove a deliberate attempt to avoid liability then the courts can reach across the veil of incorporation to assign the debt to the directors involved but this is very hard to prove. If the accountants claim they were working for you instead of the company them the debt would be valid also, the likelyhood is that its a speculative invoice as they are aware that the company has been disolved.

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That's pretty much as I thought Leon, thanks for the clarification.

 

I think they're taking a cheeky punt, they knew I was planning dissolution and had plenty of time to submit an invoice to the company.

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When you dissolved the business did the accountant give you an indication of cost at the time?

 

It could be seen that it was you, as an individual, that asked for your company to be dissolved, and not the company asking to be dissolved.. Otherwise how would the accountant earn his money in the scenario you are explaining.

 

If it was normal practice for your accountant to charge you after carrying out work, rather than before, i dont see how an accountant could ever hope to get paid for dissolving a company otherwise - unless they charge the company up front.

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The accountant provided no support during the dissolution process that I'm aware of, I obtained all the information I needed from Companies House and various forums. I notified the accountant of my intent verbally well in advance of the dissolution process, then in writing, and they also opened two letters from Companies House, the first acknowledging receipt of my DS01 form with the second confirming dissolution.

 

The invoice from the accountant is for professional services, payroll, stat forms etc.

 

Thanks for the advice peeps, I've decided how I'll handle them!

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Gotcha - so the accountant never actually took part in the dissolution as such - but was obviously aware of it.

 

Which begs the question how do they expect to submit an invoice to a company they know does not exist, and hasn't existed since Oct 2011.

 

Well hope it works out ok for you.

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Striking off on application by company

 

(1)On application by a company, the registrar of companies may strike the company's name off the register.

 

 

(2)The application—

 

 

(a)must be made on the company's behalf by its directors or by a majority of them, and

 

 

(b)must contain the prescribed information.

 

 

(3)The registrar may not strike a company off under this section until after the expiration of three months from the publication by the registrar in the Gazette of a notice—

 

 

(a)stating that the registrar may exercise the power under this section in relation to the company, and

 

 

(b)inviting any person to show cause why that should not be done.

 

 

(4)The registrar must publish notice in the Gazette of the company's name having been struck off.

 

 

(5)On the publication of the notice in the Gazette the company is dissolved.

 

 

(6)However—

 

 

(a)the liability (if any) of every director, managing officer and member of the company continues and may be enforced as if the company had not been dissolved, and

 

 

(b)nothing in this section affects the power of the court to wind up a company the name of which has been struck off the register.

 

..............Careful, just incase they get sneaky!

 

 

 

There are two ways for a company to be restored to the register. The first is by a court order and the second is by Administrative Restoration.

 

 

A member or a creditor of the company, within 20 years of dissolution. If the company was dissolved following an application under 1003 of the Companies Act 2006, any of the parties who must be notified of the application may also apply. See guidance booklet 'Striking-off dissolution and restoration' for more information.

 

 

 

To the High Court, District Registry, or a County Court that has jurisdiction to wind up the company.

 

N

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  • 1 year later...

As the title suggests, I've been contacted by Oriel Legal Group via email stating that if I don't pay up they'll be taking immediate legal action.

 

The debt is disputed, is allegedly owed to a firm of accountants who I used when I ran a Ltd company. My company was closed with no external debts. Three months after the company closed, I received a final invoice from the accountants to me personally (not the company). The invoice related to support to close the business (of which they provided absolutely no support) and some year end forms (which they may have carried out for the business).

 

Can they sue me personally for a business debt? I've checked the contract and there's nothing anywhere which states that I am personally liable for business debts.

 

Should I respond to Oriel or are they simply on a fishing trip?

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Was it a ltd company? If so did you sign a personal guarantee?

Any advice i give is my own and is based solely on personal experience. If in any doubt about a situation , please contact a certified legal representative or debt counsellor..

 

 

If my advice helps you, click the star icon at the bottom of my post and feel free to say thanks

:D

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Yes it was a Ltd company and there was no personal guarantee in the original contract.

 

All of which suggests it's just a fishing trip by the DCA but if they default me I'll be very pi**ed off.

 

I'm going to write to the accountants today asking them to clarify a number of points.

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You must make it clear to him that the work was carried out for the Ltd company which no longer exists and not for you.

It's important you do this or it could create problems further down the line.

 

It was probably sent to you thinking you wouldn't notice it was being claimed off you and not the dissolved company.

 

If legal action is started, it is very important that you defend. You know what your defence will be.

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Just inform the alleged debt was incurred by a Limited Company and you are not personally responsible.

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I thought that was the point of being a Limited company - that creditors could not pursue the individual !!

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It is unless 'personal guarantees' have been given, in this case non have so no liability imo.

Any Letters I Draft are N0T approved by CAG and no personal liability is accepted.

Please Consider making a donation to keep this site running!

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Quick update: Called accountants this morning and gave them an ear bashing, they've admitted their (numerous) shortcomings and have agreed to write off the full amount of the invoice, call off their threat monkeys and leave me in peace. So a result!

 

I knew I was in the right all along, just needed some moral support from you guys and gals, so thanks again.

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Make sure you get confirmation in writing, and dont just take their word for it.

Any advice i give is my own and is based solely on personal experience. If in any doubt about a situation , please contact a certified legal representative or debt counsellor..

 

 

If my advice helps you, click the star icon at the bottom of my post and feel free to say thanks

:D

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