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Director of company with DH - can I wrap the company up ?

(14 Posts)
TheChimpParadox Sat 23-Apr-16 08:46:36

My DH has set himself up as self employed consultant. We are both directors on paper. I work full time in my own area so have nothing to do with the day to day running - he is a one man band so to speak.

I have seen correspondence recently that he has failed to submit the accounts for the company. I have to,d him I have offered my help to get them in order but he seem to putting his head in sand.

Can I wrap this ' company ' up. He seems to be taking the piss really as a lot of work is done free in order to ' network ' etc.

Yes there is a lot more going on in our relationship but not going into that at this stage.

Thanks.

andintothefire Sat 23-Apr-16 21:05:22

The short answer is probably no, although there are avenues to explore if you are a shareholder in the company as well as a director. Management decisions need to be taken by the board as a whole, and if there are two directors who disagree you have what is known as "deadlock".

If he fails to file accounts on time at Companies House, however, they will automatically start strike off proceedings. So he cannot get away with keeping the company in existence but not filing any accounts.

Be careful about remaining a director because you are also responsible for managing the company and signing off on accounts. This may be a situation where you should take legal advice from a solicitor.

andintothefire Sat 23-Apr-16 21:07:32

This may help explain who can wind up a company: www.insolvencydirect.bis.gov.uk/technicalmanual/Ch37-48/chapter45/part2/part_2.htm

TheChimpParadox Sat 23-Apr-16 23:43:25

Thanks. So bloody annoyed with DH. I know that I am responsible too but he didn't show me the letters from Companies House and I found them today.

I will not forgive him if we have to pay a penalty. I have already told him to take me off as a director and ask someone else. So very very angry

Cleo22 Thu 28-Apr-16 11:01:53

A private company only needs one Director. Why not just resign and leave him to it. Make sure you inform Companies House.

runningincircles12 Fri 29-Apr-16 15:38:24

Use this form:
www.gov.uk/government/publications/terminate-an-appointment-of-a-director-tm01

FantaIsFine Sat 30-Apr-16 17:25:19

Hi,

I am having an issue with not dissimilar. Can I resign as director (so presumably not liable then for the admin, accounts, debts yet to be incurred not by me) yet retain my shareholding listed with Companies House?

Thanks!

IceMaiden73 Sun 01-May-16 12:09:52

Who holds the shares in the company?

You can resign as a director and retain your shares, though be aware that HMRC may then consider it to be structured to avoid tax

As long as there is a director you can resign

If there accounts were not submitted, the company will get a penalty

andintothefire Sun 01-May-16 19:09:02

You can always resign as a director (which is separate from being a shareholder) but just be careful that it is really what you want to do. You lose rights to certain information about the company (eg seeing management accounts) and will also cease to be involved in the day to day decision making process.

Micah Sun 01-May-16 19:15:09

Also if you resign as director, and your relationship goes tits up, you won't have any claim on the company, or his earnings. A ltd company is not "his" income, its the company's so is not a marital asset

Tell him to get an accountant, pronto.

andintothefire Sun 01-May-16 22:35:35

^
Also if you resign as director, and your relationship goes tits up, you won't have any claim on the company, or his earnings. A ltd company is not "his" income, its the company's so is not a marital asset^

I may be misunderstanding you, in which case apologies! However, being a director is completely separate to any issue of ownership. It doesn't give you any better claim to the company or its assets.

runningincircles12 Mon 02-May-16 11:23:28

Also if you resign as director, and your relationship goes tits up, you won't have any claim on the company, or his earnings. A ltd company is not "his" income, its the company's so is not a marital asset

Agree with andintothefire, being a company director has nothing to do with ownership and control of the company. That relates to shareholding. Also, the shareholding of the husband and wife would be matrimonial assets. i think you might be confusing it with the fact that a company is a separate legal entity. But in the case of divorce, company shareholdings are definitely matrimonial assets. His income is his income, whether or not it comes from the company.

The problem might crop up where for example the company owns a house and the wife says that in fact the husband should be treated as owning that house and it should form part of the assets. Even in that case, the court has the power to 'pierce the corporate veil' and conclude that the house is in reality owned by the husband (although this all depends on how the company is structured and why the house is owned by the company). Anyway, in reality, courts are not keen to make orders that result in the winding up of companies that provide an income.

runningincircles12 Mon 02-May-16 11:24:41

Sorry, I just re-read my post. Yes, directorship gives you certain control so it is not true to say it has nothing to do with control. But it has nothing to do with ownership. Apologies for confusion.

babybarrister Tue 03-May-16 09:46:25

I agree - although it is very tempting just to resign as a director and anyone can do this at any time - from a divorce point of view, it is not very helpful as being a director means you automatically have the right to have copies of all documents and involve yourself in decisions re payment of dividends etc

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