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Alex J.
Alex J., Solicitor
Category: Law
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Experience:  Solicitors 2 years plus PQE
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Corporation tax query. I was a company secretary with 2

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Corporation tax query.
I was a company secretary with 2 shares in a ltd company.
It was a business that was set up with my husband, I resigned from the post of company secretary on 31/10/13.
I am also separated from my husband.
He has said the corporation tax is due and said "Sorry to tell you but as joint director of the last business tax year, you are responsible for half of the 12,500 tax bill. I have paid 6,500 and so you will be responsible for 6000.00 I have let the tax office know but you will not be included in this years."
Could you please tell me if I should pay the £6000.00 he is asking me to pay for 01/1/12-31/10/13?
thank you
Submitted: 3 years ago.
Category: Law
Expert:  Alex J. replied 3 years ago.
Hi,
Thank you for your question and welcome.
My name is ***** ***** I am a company law expert
As company secretary the only way you can be personally liable for a company's debts is if:
1. You personally guaranteed them;
2. The company is insolvent and you were in fact acting as a de factor director having knowingly traded the company while insolvent;
3. If you had taken some of the company's property to the detriment of the creditors; or
4. You sign some shareholders agreement agreeing to accept liability for these debts.
On the face of it and all things being equal, the company secretary is just an administrative role and will not be liable for the company debts.
Assuming you are not liable as I have outlined about I would write to your husband and say to him that it is a criminal offence to pursue someone for money they do not actually owe under S.40 of the Administration of Justice Act 1970. This is the company's liability not yours personally.
Kind regards
AJ
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Customer: replied 3 years ago.

Hi Alex


Sorry I was at work and got busy, I have informed my husband that I was not liable.


He replied by saying "as company secretary you have obligations. However you were a director as you were taking dividends based on this. If not then the tax bill will be higher as you were receiving money fraudulently."


I never actually received dividends they were all paid to my husband, but was receiving wages of £800.00/month.

He then said "I was trying to keep things simple and clean. I will advise the tax office of everything we have discussed and they can come directly to you."

I don't know what to do next?

Thanks

Claire