Any company lawyers about?

[CompanyLawProblem]

I've been consulted by a family friend on this one but I have no knowledge of normal practice in Companies House, so I hope someone can help.

Family friend is a company secretary to a company set up by a smallish charity. Members of the company are all trustees, and the Articles provide that if they want to stop they must give notice in writing. Friend isn't a trustee himself.

One of the trustees is in hospital and her husband contacted friend to say she wanted to resign. Trustee in question can't be contacted directly. Friend felt sorry for the husband and, without consulting the trustees, accepted the resignation and entered it with Companies House.

Apparently the trustees are now concerned about this as it's been pointed out that they have no means of knowing whether the ill trustee actually does want to resign, and that giving false information to Companies House is a criminal offence. Friend is getting worried, not surprisingly. Does anyone know if he can simply contact Companies House, put his hands up and ask them to ignore the notice and say it was all a mistake? Will they reverse the entry on the register, and would there be any penalty?

Not a company lawyer but the offence is knowingly or recklessly providing false information. As far as I can tell it is extremely rare for people to be fined. It is highly unlikely your friend will be penalised for an honest mistake. However, I don't know the process to correct the situation.

Thanks. I guess an informal chat with Companies House, if that's possible, may be the way to go. The trustees are apparently worried that, if they do nothing, they could be seen to be condoning the offence, and I suspect they're right.

Try to get trustee to confirm resignation in writing. If they do confirm, CS jumped the gun a bit but no harm done.

If trustee declines to resign, CS should speak to Companies House ASAP. Unlikely to be fined if he falls on his sword and resigns.

I don't think there will be any need for the company secretary to fall on his sword and resign. As I say, penalties appear to be exceedingly rare and are reserved for cases where there is clear intent to mislead.

I don't think there's any need to contact Companies House again. If the resignation has gone in and the trustee is in hospital, just leave it as it is for now. As and when the trustee is well enough, the other trustees can go and explain the situation and check she did definitely want to resign. If not, they can re-appoint her.

Your friend has not followed the procedure which may or may not be an issue depending what the ill trustee wants to do but for now, waiting is the best option.

As I understand it, trustee in hospital isn’t available to sign anything and won’t be for some time. None of the trustees is able to speak to her and they have no idea whether she does or does not want to resign. It may be that her husband has jumped the gun and actually she doesn’t want to. So presumably they can’t leave it on the official records that she has resigned, even on a wait and see basis, because the simple fact is that she hasn’t

The official record simply shows that she is no longer a director. It does not show the reason.

Having done a little bit of research, I believe your friend needs to submit form RP02A - assets.publishing.service.gov.uk/government/uploads/system/uploads/attachment_data/file/882553/RP02a_V4.0.pdf.