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Original poster

Company Directors - help me be detective regarding an affair

24 replies

DollyDaydream78 · 26/10/2023 08:42

A weird post title I know but bear with me.

A close family member (NOT my lovely DH!) was discovered to be having a long term affair. Was very traumatic all round and nearly broke the family up. The husband and wife, married for a very long time, stayed together after months of traumatic discussions and a period living apart. The OW was someone the guy had worked with, and they held a directorship of a limited company together. We were assured that things had finished etc etc etc etc.

It now transpires that years later, they still hold the company directorship together. The business is not very active but on companies house it is still 'active' and the accounts are up to date etc. They are the only two directors.

I can see from the accounts that the OW provided a 'loan' to the business for a trading licence in 2020.

The man is pretty much unable to drive anymore due to health reasons, so I don't believe they are physically seeing each other (or VERY infrequently if they are).

However, how much contact do two directors have to have if they run a company together? What is the minimum contact they would need to have (eg to file accounts etc).

If there is no reason for the OW to have any day to day interest in the company, is there any reason why she would need to stay a Director?

Yet again I feel like I'm in the worst situation where I have potential knowledge of something and am agonizing as to whether to disclose this to the wife, who I love ever so much.

OP posts:
DogInATent · 26/10/2023 08:49

However, how much contact do two directors have to have if they run a company together? What is the minimum contact they would need to have (eg to file accounts etc).

Absolute minimum would be one online Zoom/Teams meeting per year to agree the accounts. There's no need to meet-up face-to-face.

Original poster
DollyDaydream78 · 26/10/2023 09:27

DogInATent · 26/10/2023 08:49

However, how much contact do two directors have to have if they run a company together? What is the minimum contact they would need to have (eg to file accounts etc).

Absolute minimum would be one online Zoom/Teams meeting per year to agree the accounts. There's no need to meet-up face-to-face.

Thanks - so they would still need to 'talk', albeit not in the same physical room, once a year minimum?

OP posts:
BrimfulOfMash · 26/10/2023 09:32

Not necessarily. They both might need to sign the accounts but this could be done via the accountant.

EightNine2019 · 26/10/2023 09:38

I would want to remain a director if I had loaned money to the business

Malificent1 · 26/10/2023 10:16

Is the company earning money? Or does it have assets?

Malificent1 · 26/10/2023 10:21

If he passes away, the management of the company will pass to the OW as the remaining director.

DogInATent · 26/10/2023 10:53

DollyDaydream78 · 26/10/2023 09:27

Thanks - so they would still need to 'talk', albeit not in the same physical room, once a year minimum?

Show quote history

The accounts have to be signed by the directors, it would be normal to communicate about the accounts. It is entirely possible to do that by post without meeting/talking, but that would be unusual.

What's listed under Persons Of Significant Control? - is it possible that they're both shareholders and he's never been in a position to buy her out? What was the nature of the loan and has it been paid back?

There are many reasons why they would both retain an interest in the company. You're hyper-focussing on these directorships and making out that they are somehow more significant than they are. You're not Miss Marple and you don't have evidence of anything.

Lurkingandlearning · 26/10/2023 11:14

as the wife knows about the company she may well know how to access records at companies house. What made you research the company?

prh47bridge · 26/10/2023 13:12

A couple of posts imply that both directors need to sign the accounts. That is wrong. The accounts should be agreed by the directors, but they only have to be signed by one director.

DogInATent · 26/10/2023 13:27

prh47bridge · 26/10/2023 13:12

A couple of posts imply that both directors need to sign the accounts. That is wrong. The accounts should be agreed by the directors, but they only have to be signed by one director.

In practice, each director signing a set of the accounts is the easiest way of recording their agreement. Whether that's a physical signature or an electronic signature. If you don't have that you create a need for another means of recording agreement. From the OP's point of view, it's substantially the same thing (she's concerned about any required communication).

Original poster
DollyDaydream78 · 26/10/2023 14:36

Malificent1 · 26/10/2023 10:16

Is the company earning money? Or does it have assets?

Yes but minimal, on both counts

OP posts:
Original poster
DollyDaydream78 · 26/10/2023 14:37

Lurkingandlearning · 26/10/2023 11:14

as the wife knows about the company she may well know how to access records at companies house. What made you research the company?

I searched because we had been told the company had been sold, which it clearly hasn't

OP posts:
theduchessofspork · 26/10/2023 14:39

EightNine2019 · 26/10/2023 09:38

I would want to remain a director if I had loaned money to the business

Yes exactly

But any comms would be minimal and can be done by email.

declutteringmymind · 26/10/2023 14:39

As PP have said, you don't need much or any contact with other directors. If one of them are happy to act on the others' behalf then really none at all.

It could be the wife knows about this and has agreed, if she doesn't then not great really.

If I was the wife or husband the best thing would be to wind up the company to cut ties completely.

Neriah · 26/10/2023 14:42

Stay out of it. No good ever comes of stirring pots.

Spirallingdownwards · 26/10/2023 14:45

declutteringmymind · 26/10/2023 14:39

As PP have said, you don't need much or any contact with other directors. If one of them are happy to act on the others' behalf then really none at all.

It could be the wife knows about this and has agreed, if she doesn't then not great really.

If I was the wife or husband the best thing would be to wind up the company to cut ties completely.

Depends who the shareholders are and if the OW has loaned the company money then it is not the case that it can simply be wound up know the whim of one person without there potentially being a claim against them!!

shardash · 26/10/2023 14:50

Malificent1 · 26/10/2023 10:21

If he passes away, the management of the company will pass to the OW as the remaining director.

There would only be one director yes, but a Ltd Company is a legal entity in its own right, and is owned by its shareholders. Therefore, if the DH was a shareholder, then his shares in the business would form part of his estate and would be inherited by whoever he has bequeathed them to in his will.

Original poster
DollyDaydream78 · 26/10/2023 15:05

EightNine2019 · 26/10/2023 09:38

I would want to remain a director if I had loaned money to the business

Oh yes I totally get that.

The bigger question is why the business is still going and the loan was made 3 years ago when all contact was meant to have ceased 10+ years ago.

OP posts:
shardash · 26/10/2023 15:05

DollyDaydream78 · 26/10/2023 14:37

I searched because we had been told the company had been sold, which it clearly hasn't

Show quote history

Being a Director of a business does not necessarily mean that you own any of it. The business could have been sold, but he remains as a Director. It is not all that uncommon, especially when the reputation of a business relies on someone's name being associated with it. As a pp above mentions, you need to look at the tab under 'people' where it says 'persons with significant control' and that should tell you more.

Original poster
DollyDaydream78 · 26/10/2023 15:08

@shardash thank you

OP posts:
Original poster
DollyDaydream78 · 26/10/2023 15:09

Just did that and they're the only two with significant control.

– More than 25% but not more than 50% in terms of share ownership

OP posts:
Malificent1 · 26/10/2023 15:39

DollyDaydream78 · 26/10/2023 15:05

Oh yes I totally get that.

The bigger question is why the business is still going and the loan was made 3 years ago when all contact was meant to have ceased 10+ years ago.

Show quote history

Tell his wife.

They’re clearly still in some type of contact if the accounts are up to date and loans are being made etc.

If my husband had an affair and it transpired he was still involved with a business with the OW 10 years later, I would be absolutely livid. He’s lied to his wife, regardless of how much day to day contact is involved. He’s lied for a whole fucking decade.

DogInATent · 26/10/2023 15:43

DollyDaydream78 · 26/10/2023 15:09

Just did that and they're the only two with significant control.

– More than 25% but not more than 50% in terms of share ownership

So odds are they both own 50% of the business. As she was required to provide a loan to the business in 2020 it's unlikely he's been in a position to buy her out. She may or may not be active in the day to day running of the business. She may just be taking dividends when available, waiting on the loan being repaid, or him getting to a position where he can buy her out. Or, as you mention he's not physically well, she may be biding time to buy the business from him. If they're filing minimal accounts for a small business there's not a lot that can be interpreted, but the balance sheet over time can give an overview of how the business is generally doing.

There's zero evidence here that they're emotionally involved. Don't spiral yourself into making something of this based on Companies House records.

Original poster
DollyDaydream78 · 26/10/2023 18:51

Thank you all, appreciate it.

I certainly won't be making any rash judgments or decisions - it's just one part of a bigger picture and I need to consider everything- and everyone - clearly

OP posts:
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