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Alex J.
Alex J., Solicitor
Category: Law
Satisfied Customers: 3774
Experience:  Solicitors 2 years plus PQE
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I have reported a company i used to be a 50% shareholder of

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I have reported a company i used to be a 50% shareholder of and thought had wound up 1998, only to discover that it had changed name and my shareholdings were transferring year in year out to the directors children and back to me over a period of 10 years. Dividends were paid to their children whilst i was the registered shareholder at the time. I have never signed a shareholding over to them, nor did i sign to repurchase them, i did not even know the company still existed. I have now discovered by chance a letter from HMRC which clearly states my name and loans on my name from the company ( what appears to be moneylending or seen to to be loans the company made to me) again i have never had such a knowledge or received or paid interest for such a claim. I reported the matter to the ICAEW who through their investigations have informed me of the above, however i have been told ( not by them) that i should report this to the police as fraud or i can be held liable for not doing so. The dilema for me is that the directors of this company was my sister ( a practising solicitor at the time, now retired, and her husband the chartered accountant of the company also a director). They have kept this secret from me and i only have the details i have from the ICAEW. Should i report this i was hoping the ICAEW would do this , am i in any risk with HMRC for their activities in using my name.
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 will assist you.
Without going as far as calling this fraud, it certainly has the hallmarks of fraud and accordingly I would not rule out reporting it to the police.
Considering what you have said you can make the following assumptions:
- Someone cannot transfer your shares from your name unless you sign a Stock Transfer Form (or appointed some one as your attorney to do it);
- If the company accounts show the company as having loaned you money, you are in danger of having a liquidator/administrator claim against you if the company went insolvent;
- If the company had been administered properly any transfer of shares would be updated in the register of members contained at companies house.
What steps to take next:
- You need to build a picture as to what has happened;
- Go to companies house and download the annual accounts for the last 10 years and the register of members - see if you are actually listed as owing the company money and whether the company has been changing your name in and out of the register;
- Ask you sister to explain what has gone on;
- Contact your bank and get your bank statements for this period - you will probably need these to prove you never received money from the company.
I am afraid that if there is a suggestion you have been borrowing money from the company due to someone unlawfully using your identity then this is fraud - if your sister will not rectify the situation and come up with a plausible explanation then you will have to consider make a police complaint.
I look forward to hearing from you.
Kind regards
AJ
Customer: replied 3 years ago.

They dissolved this company in 2008 . Then in 2009 the( director and the accountant ) certified to re-open the company in order to access some monies deposited into the company bank account a false verification to the solicitors treasury that he was the only member of the company, and was rejected as he was never recorded at companies house as shareholder, i was. It is ICAEW checking companies house records that have informed me of my shareholdings. If my sister ( not talking for obvious reasons) had by chance got me to sign a power of attorney (possibility as i very young when this company was set up and may have signed without realising , anything is possible as i have come to realise now) would she have covered her actions legally. Also do the accounts ( shadow accounts as they have told ICAEW they no longer have the full set of acoounts due to the time that has passed) show the loans or to who ?

Expert:  Alex J. replied 3 years ago.
Hi,
Thank you.
A POA would not have been sufficient to justify taking all this action.
Further more if your sister got you to sign a POA in a position of trust (as a solicitor and your relative) and took advantage of your lack of knowledge of the situation then this could be even more evidence of fraud.
As far as the accounts go - the annual accounts will still be available at Companies House, because these a statutory record. You can download them for a pound and they will give you a snap shot of the company's financial affairs for each year.
Kind regards
AJ
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