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Buachaill
Buachaill, Barrister
Category: Republic of Ireland Law
Satisfied Customers: 11663
Experience:  Barrister 17 years experience
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I resigned as director of a private limited company last

Customer Question

I resigned as director of a private limited company last May. I am still a one-third shareholder. The company now has a substantial tax liability. What is my legal liability? Does it just extend to my time as a Director? I have not received any drawings or earnings from the business since my resignation. Thanks
Submitted: 12 days ago.
Category: Republic of Ireland Law
Expert:  Buachaill replied 12 days ago.

Hello, and thank you for your question. I am your Expert and I will provide the answer you require.

Expert:  Buachaill replied 12 days ago.

1. Firstly, the limited company is a separate legal personality and entity to you, so you don't directly bear any liability for the company's tax liability. It is only the company which owes the tax. Not the company's directors or shareholders. As a director you only owed a duty to the limited company and then only whilst you were a director. In so far as tax is concerned, the legal liability of the director to the Revenue is to ensure the company files Annual Returns and pays its tax liabilities from any assets at its disposal. If the company does not have assets to pay the tax liability, or is not profitable, then it will get wound up by the Revenue.

Expert:  Buachaill replied 12 days ago.

2. As a director, you simply owed the duty to ensure the company did not trade recklessly, essentially, continuing to trade whilst insolvent. Additionally, you owed the duties in relation to Annual Returns and the payment of debts from the companies monies. However, a director, strictly speaking, owes no duty to any creditor, including the Revenue. As a shareholder, you cannot owe a duty to either the company or to its creditors, such as the Revenue.

Expert:  Buachaill replied 12 days ago.

3. However, at this juncture, if the company is insolvent, you should consider whether you should put down a motion for the insolvent liquidation of the limited company. This would bring the company to an end and terminate any potential liabilities you might have arising from your previous period as a director. You can use your position as shareholder to put down a resolution for the winding up of the company.

Expert:  Buachaill replied 12 days ago.

4. The Revenue would then be a creditor of the company in the liquidation. The Revenue are a preferential creditor in all liquidations.

Expert:  Buachaill replied 12 days ago.

5. If you require clarification on any point, I am happy to help further. Thank you for using the website. Please Rate or Accept the answer as unless you do so your Expert will not receive payment from the website despite answering your question.