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Hello and thank you for your question. I will be very pleased to assist you. I'm a practicing lawyer in England with over 10 years experience.
From what you say you have resigned as a director. Are you aware that your resignation has been notified to Companies House please?
Yes it has. On the 10th of Feb 2014. I wanted to resign sooner but needed the MD to sign the form.
Did you sign any personal guarantees for the company as director at any time?
No, but I actually asked you a question on here last week about this. A PG was signed by someone else using their signature and initials without my knowledge. My name was printed on the form but I never saw it or signed it. It only came to light recently.
Thanks. Ah yes I recall - hellow again. I hope you are making some progress with that. As we discussed previously, I cannot see how you could realistically be made liable for that. Based on what you say I cannot see any crdible risk to you personally providing you have signed no personal guarantees. If HMRC come after the company for tax they will seek action against the company rather than its directors initially at least. If the company is made insolvent through action by HMRC or other party creditors then directors can be held resoponsible if creditors and show that the directors in question continued to trade through the company knowing the company to be insolvent. From what you say in respect of you at least this would not be possible to show on the basis that you did not have day yo day if in deed any access to the company financial information or bank account. In addition if you have correspondence between you and your co director (MD) expressing concerns this would further insulate you from any potential action against you personally.
Retain the correspondence you have. You may feel you wish to write a letter to the MD explaining the reasons for your resignation if you have not already done so in order that you fully go on the record about your concerns. This may not be necessary if you have already set down all of your concerns regarding the company in prior correspondence.
Beyond this I cannot see that there is much you would you need to consider doing that you have not already done.
Is there anything above I can clarify for you>
Thank you for the reply. My concerns are very clear from the emails I sent over a number of months. I made the MD aware at the time of my resignation the reasons why and have outlined these reasons in an official letter of resignation which I posted to the office.
On that basis I cannot see that a furtehr resignation letter explaining your reasons is necessary. Hold on to the correspondence you have - this could be useful in the probably unlikely event of unlawful trading allegations against you shouwld the company become insolvent though unlawful trading is relatively uncommon except in extreme cases.
Is there anything else I can help you with?
When you say relatively uncommon, I believe the sum owed to creditors is entirely due to HMRC and while I don't know exactly, I think it's around £25k. Although that is a guess. Of that figure was correct do you think any action would be likely?
No I don't. The reason unlwful trading claims against directors is uncommon is it is not straightforward to prove. That is not to say it cannot be proven but creditors need to show that directors new the company was insolvent at a time when they continued to trade the company. In your case given you had little or no knowledge of the company's day to day finances this would be all but impossible to show. In any event it only applies for any period that the company was actually insolvent and if the company was not insolvent at the time you were a director, this is a non issue from your point of view.
Thank you. It may have been insolvent during my time but I wasn't able to determine that due to the lack of information available.
In the unlikely event of unlawful trading claims by creditors if you can demonstrate the above, this would serve as a substantive defence on your part.
OK, thanks again for your help.