Shareholder not shown accounts before submitted to company house

[Stacker]

Hi, what is best practice for disclosing the accounts to shareholders before submitting them to Company House?

[leaseholder64]

Post them to their service addresses, as held on the register of members.

Or do you mean when? It is a criminal offence to fail to send them to the members before the filing deadline or before sending them to Companies House. As discussed on another current thread, Companies House won't prosecute, as they can be obtained for free from their web site.

[Gordon999]

The responsible Director ( or Company secretary ) arranges for the annual accounts to be prepared and approved by the Board of Directors and then a copy is filed at Companies House. Its not a requirement for shareholders to see the company accounts before filing at Companies House.

For service charge accounts , a copy of accounts is normally posted to leaseholders about one month together with letter informing date of the annual meeting called for leaseholders.

[leaseholder64]

TIts not a requirement for shareholders to see the company accounts before filing at Companies House.

The criminal offence is under section 425 and the requirement is in section 424(2): https://www.legislation.gov.uk/ukpga...46/section/424

I think this was probably introduced when AGMs were made optional.

[Stacker]

Post them to their service addresses, as held on the register of members.

Or do you mean when? It is a criminal offence to fail to send them to the members before the filing deadline or before sending them to Companies House. As discussed on another current thread, Companies House won't prosecute, as they can be obtained for free from their web site.

Thank you, a shareholder is being left out, not consulted on anything and shown nothing despite asserting his rights to see books and service charges under Company and Leasehold law. He even tried to call a meeting and they said we wont turn up!

[Stacker]

The responsible Director ( or Company secretary ) arranges for the annual accounts to be prepared and approved by the Board of Directors and then a copy is filed at Companies House. Its not a requirement for shareholders to see the company accounts before filing at Companies House.

For service charge accounts , a copy of accounts is normally posted to leaseholders about one month together with letter informing date of the annual meeting called for leaseholders.

Thank you Gordon, the shareholder was provided with nothing.

[Stacker]

The criminal offence is under section 425 and the requirement is in section 424(2): https://www.legislation.gov.uk/ukpga...46/section/424

I think this was probably introduced when AGMs were made optional.

So how would you enforce this?

[leaseholder64]

If Companies House won't enforce it, as a private prosecution. However, you are not going to get much sympathy for a prosecution to obtain accounts that will only tell you the book value of freehold, which quite possibly is only £1.

You continually seem to be looking for non-consequential things with which to beat the company over the head.

It doesn't matter if the directors don't turn up at a meeting, as long as you have a quorum. If you don't have a quorum, without the directors, you are not going to be able to outvote them, even if they turn up, given that the usual quorum is 2, so you can only rely on criminal law.

Failing to honour section 21 and 22 rights is also something, where the only open option is likely to be a private prosecution.

[Stacker]

If Companies House won't enforce it, as a private prosecution. However, you are not going to get much sympathy for a prosecution to obtain accounts that will only tell you the book value of freehold, which quite possibly is only £1.

You continually seem to be looking for non-consequential things with which to beat the company over the head.

It doesn't matter if the directors don't turn up at a meeting, as long as you have a quorum. If you don't have a quorum, without the directors, you are not going to be able to outvote them, even if they turn up, given that the usual quorum is 2, so you can only rely on criminal law.

Failing to honour section 21 and 22 rights is also something, where the only open option is likely to be a private prosecution.

So are you a shareholder, director and leaseholder Leaseholder64?

[leaseholder64]

I'm a leaseholder and company member in relation to my flat. The company is limited by guarantee, so I'm not a shareholder.

I am a shareholder of non-property companies.

I am a member of several non-property limited by guarantee companies.

I have been a director, but am not currently one.

Most of my company law knowledge law relates to being a member of an RMC.

[Stacker]

I'm a leaseholder and company member in relation to my flat. The company is limited by guarantee, so I'm not a shareholder.

I am a shareholder of non-property companies.

I am a member of several non-property limited by guarantee companies.

I have been a director, but am not currently one.

Most of my company law knowledge law relates to being a member of an RMC.

Thank you for sharing so you have some great experiences and knowledge which is helpful however put your self in the position of a shareholder who is being completely frozen out...and has no power to change stuff....hence why I try to help and learn myself..as personally I dont think its right or fair that this is done and now driving him to sell his flat...as they are just taking advantage of their position and taking advantage of him...

[Macromia]

...however put your self in the position of a shareholder who is being completely frozen out...and has no power to change stuff....

Unfortunately, this is one of the problems with having properties where leaseholders are also either shareholders, or members of a company - anyone who takes a minority position will be outvoted by the remaining shareholders/members.

In situations like this, the people who are in the minority are typically best off forgetting about challenging things as a shareholder/company member and challenging as a leaseholder. However, if doing this, this need to bear in mind that they may be responsible for a share of the companies costs in defending any action against them - even if they win a legal challenge against the company.

In this sort of situation, individual leaseholders whose views are outnumbered by other leaseholders, are often better off with an independent freeholder who they can challenge rathe than as a shareholder of a management company. This is why the push for abolishing leasehold in favour of common hold is a bad idea - common hold only works in situations where everyone involved takes into account the interests of everyone in a block and adheres to the requirements of the leases, but many people are only interested in what benefits them personally.

[Stacker]

Shareholders of private limited companies registered in England and in Wales have a statutory entitlement to be provided with a copy of the company's annual accounts and related documentation. This right is pursuant to sections 423, 424 and 431 of the Companies Act 2006 (the Act).
Under section 431 of the Act a shareholder is entitled to be provided (without charge) with:

the latest annual accounts;
the strategic report (if any) for the last financial year;
the latest directors' report; and
the auditor's report on the accounts.
A failure to comply with a demand sent by a shareholder under section 431 is a criminal offence.

[fos333]

Hi Stacker,

Having been down this route myself and through a complaint with Ombudsman Services Property you may be wasting your time.

If your company qualifies under small company regime no strategic report or auditor's report is required, the company can also choose whether to file the director's report or not.

My company filed dormant accounts online so no director's report was filed.

I was informed I was entitled to a copy of the accounts that had been filed, however as no director's report was included I was not entitled to anything further than the dormant accounts.

I was further informed that the accounts had been filed at CH where I could have downloaded them free of charge.

[Stacker]

Hi Stacker,

Having been down this route myself and through a complaint with Ombudsman Services Property you may be wasting your time.

If your company qualifies under small company regime no strategic report or auditor's report is required, the company can also choose whether to file the director's report or not.

My company filed dormant accounts online so no director's report was filed.

I was informed I was entitled to a copy of the accounts that had been filed, however as no director's report was included I was not entitled to anything further than the dormant accounts.

I was further informed that the accounts had been filed at CH where I could have downloaded them free of charge.

Thanks, it will be the same I expect..however I am not sure now they can get away with it and its not right that all the partners of the directors get to see the information and one shareholder does not. I have written to the company secretary and company house.