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Alex J.
Alex J., Solicitor
Category: Law
Satisfied Customers: 3832
Experience:  Solicitors 2 years plus PQE
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I am a joint director in a company that is not operating. My

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I am a joint director in a company that is not operating. My co-director has gone AWOL and is not responding to any of my correspondence to close the company down - she has done nothing she needs to and we have penalties from HMRC and I cannot move forward with the closure as she is uncooperative. I have no address for her and she does not respond to any other form of communication. What can I do to resolve this?

Thank you for your question and welcome. My name is ***** ***** I will assist you. What percentage of the shares do you each own in the company? Are the penalties only against the company? Does the company have any assets? Kind regards AJ

Customer: replied 1 month ago.
50 / 50 with the shares - As far as I know the penalties are against the company and there are no assets.

Thank you. If you do nothing -then the likelihood is the company will be put into liquidation by one of its creditors. If you want to distance yourself from it, write to HMRC - say the company has no assets or means or paying and has stopped trading. You can then resign as a director and the responsibility of management will fall on the absent director. Owning shares in a company that does not trade, is not going to cause any problems for you. Have you ever drawn money out the company? Kind regards AJ

Customer: replied 1 month ago.
Ok - but I will be liable for the taxes until this point?There are no creditors for the company at this time as it is not trading.We have both drawn money out of the company - my co-director has taken more than I have.

Thank you. You wont be personally liable for the taxes unless it can be provide that you knowingly traded the company while it was insolvent. When was the last time you drew money out? Kind regards AJ

Customer: replied 1 month ago.
The last time we drew money out was in March or April I think - this was before we decided to stop trading. We were selling coaching services so this was easy to sell more of. Since then, I have cleared all the VAT that was liable but I am unable to move forward with anything else, getting the company de-registered etc.So the best actions for me to take are to write to companies house to tell them about the situation and resign as a director? Is there anything else I need to do?

Thank you. Was the company insolvent when you drew the money - what did you draw out - a salary?

Customer: replied 1 month ago.
We drew out a salary each. It had money in the bank to pay for the VAT - there is still some left over albeit not much. As we planned to continue trading it was solvent. As soon as we stopped getting orders, before we decided to stop trading, we stopped taking money out.

Thank you. Did you pay PAYE and National insurance on these sums?

Customer: replied 1 month ago.
I have declared this through my Self assessment that is just about to be submitted.

Thank you. It is a salary - as long as it is not excessive then it is unlikely you would be required to repay this money. I would write to HMRC, explain the situation, offer your co operation. If they do not need anything from you. Resign from the position - the worst case would be if the other director used the company without your knowledge and you remained as a director. Kind regards AJ

Customer: replied 1 month ago.
Ok - so ask them if they need anything else from me first? And then if I get no reply to resign? It was £9 - £12k and has been declared through my self assessment so I will pay tax through that.

Thank you. Yes - you will still pay tax on your personal earnings. If the company is in deadlock and HMRC do not need your co operation, then yes resign - I would not recommend being director of the company when you do not know where the other director is or what they are doing? Kind regards AJ

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Customer: replied 1 month ago.
Great thank you so much for your help. Shari