Accounting for RMC

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    #76
    ….also. One shareholder has died so the remaining shareholder ( previous Director in full time care diagnosed with Alzheimer’s) hold 50% and I hold 25% so the accountant is incorrect to say 75% of the Company dispute my appointment. It is actually 50% that dispute my appointment.

    Comment


      #77
      I cannot see any reason to amend the 1st paragraph of #74 above, I would not enter into further details with the accountant, that will only assist the other individuals.

      I do not see how the other shareholders can say that they did not receive notices when they attended or were represented at the meeting. Also I cannot see how they can claim that your appointment was unlawful, if they were absent at that part of the meeting, that is their fault.

      Their options now are to take legal action against the Company or to call a general meeting of members under s303 CA 2006..Ideally you need the other shareholder to support you so that you would have the casting vote.

      Comment


        #78
        #71 bank statements - the bank have responded formally to my Formal Complaint say they are not obliged to provide me with the information I have requested.

        #72 I have said everything you have said in post #72 to the bank they are not budging.

        It is a breach of the previous managers contract having not handed over the company information on the termination of his contract. I may have to obtain the information that way.

        Comment


          #79
          If they call a meeting under s303 can you remind me is it within 21 days that I need to arrange the meeting under S.304

          There is only one other member left apart from me- ( lady with Alzheimer’s who has 50% of vote. The other member has died (25%) and I am the only other member with mental capacity and fit to be a Director . (25%)

          The husband is the one causing the problems and unlawfully acting as Shadow Director. Does he have a right to act as Director, in his capacity as LPA, if he is not a leaseholder, member of the Company?

          Comment


            #80
            Have you requested the bank statements in the name of the Company? I think that you can claim that the Company is the customer regardless of any other name on the account. If that fails, yes, you will need to recover the information from the agent. Is the manager not seeking the information?

            You may need to make contact with the estate for the deceased member.

            The husband only has rights under the LPA.I assume that he is entitled to act as a member and vote on behalf of his wife, but he cannot act as a director or shadow director.

            If you receive the s303 notice, you have 21 days to issue a notice of a meeting and that meeting should be arranged within 28 days of the notice, so you can stretch out the meeting for 49 days maximum.

            Comment


              #81
              The name of the trust bank account reads as name of " MANAGING AGENT for "COMPANY " then account number and sort code. So on face value you would believe that the account was set up by the Managing Agent but the Managing Agent has confirmed they did not set up or run the trust account and the previous Directors confirmed in their statement to the Tribunal that they did not run the trust account. So who do you believe? Only the bank can answer this question.

              I believe the Directors have been using the husband to help frustrate the handover because he conveniently falls outside the definition of "Respondent"(RMC) or "2nd Respondent" (Managing Agent) and he can hide the bank accounts because he has personally not been directed to hand them over. He has his own interests to protect ( significant service Charge arrears ) so he is in no hurry to assist.

              I have told the Tribunal all this but they turn a blind eye because it is no longer my application. The husband, prior to the Managing agent's appointment in 2016 always run the banks accounts so I believe he continued to run the trust account which collected all the monies, which allowed his misconduct.

              Now I am a Director ( Respondent) I will reiterate what I have already told the Tribunal because their last set of Tribunal Directions have failed again because they are chasing the wrong people.

              Apparently the Appointed Manager has received a transfer of £28.00 as the balance from the service charge accounts so someone has raided the Trust bank account.

              The only way to get to the bottom of this is to get the banks to hand over the bank statements and information about who ran them and when they were closed. The quickest way is a production order I suspect.

              Comment


                #82
                It appears that you are being given the runaround. If the Company's name is mentioned in the title, I see no reason why the Company cannot request statements of the account from the Bank.

                If the agent did not operate the account, how did it manage? How did it receive and pay monies? How did it know when you paid for example? Did it receive bank statements or copy statements of the account? It must be aware of additional information which would assist you.

                The manager ought to know where the sum of £28 came from. It would help if she cooperated with you now that you are acting on behalf of the Company and not as a leaseholder.

                I suspect that you are right about the previous directors but you do not appear to have any proof, which you will need if you apply to the Tribunal again, Otherwise, they will deny that they hold the information, Have you tried a disclosure order requiring the previous directors to disclose precisely where all trust monies were held and all persons who had control over the accounts?

                Comment


                  #83
                  Originally posted by eagle2 View Post
                  I cannot see any reason to amend the 1st paragraph of #74 above, I would not enter into further details with the accountant, that will only assist the other individuals.

                  I do not see how the other shareholders can say that they did not receive notices when they attended or were represented at the meeting. Also I cannot see how they can claim that your appointment was unlawful, if they were absent at that part of the meeting, that is their fault.

                  Their options now are to take legal action against the Company or to call a general meeting of members under s303 CA 2006..Ideally you need the other shareholder to support you so that you would have the casting vote.
                  Could the company secretary who does not own a share be able to attend a members only meeting and cast his vote a chairman if there is a tie?

                  Comment


                    #84
                    Originally posted by eagle2 View Post
                    Have you requested the bank statements in the name of the Company? I think that you can claim that the Company is the customer regardless of any other name on the account. If that fails, yes, you will need to recover the information from the agent. Is the manager not seeking the information?

                    You may need to make contact with the estate for the deceased member.

                    The husband only has rights under the LPA.I assume that he is entitled to act as a member and vote on behalf of his wife, but he cannot act as a director or shadow director.

                    If you receive the s303 notice, you have 21 days to issue a notice of a meeting and that meeting should be arranged within 28 days of the notice, so you can stretch out the meeting for 49 days maximum.
                    1. The accountant who is also acting as the company secretary Does he have a right to attend members meetings and act as chairman in his capacity as both accountant and company secretary if he is not a leaseholder, member of the Company?

                    Comment


                      #85
                      Originally posted by Starlane View Post
                      1. The accountant who is also acting as the company secretary Does he have a right to attend members meetings and act as chairman in his capacity as both accountant and company secretary if he is not a leaseholder, member of the Company?
                      I am responding to your questions on your separate thread

                      Comment


                        #86
                        Another response from Accountant

                        "I refer to your email below. I am afraid you are wrong in your analysis of the situation in some respects below. I have checked the position with the ICAEW myself, and we went through our rule book on the handover of information and they drew my attention to sections that confirm my understanding of the legal situation that we find ourselves in; they have even provided me with the wording for a response to XXXX (new accountant) . In conclusion, I am unable to give them professional clearance at this moment in time.

                        For the record, and as a matter of fact, I have NEVER stated that your appointment was unlawful. I have stated that we have been advised by 75% of the shareholders, or their legal representatives, that your appointment was unlawful and I make that matter clear again. It is not our job, nor position, to referee disputes between shareholders, that is a matter for lawyers

                        We are though within our rights, and in accordance with our own rule book, to follows guidance as stated ‘where we understand it to be appropriate, obtain authorisation from outside shareholders’ in the handover of documents or information. I am sorry you don’t agree but these are the rules of our professional code of conduct and those that the ICAEW have confirmed.

                        Quite frankly it is not my intention to get involved in the rights or wrongs, but you as a 25% shareholder say one thing, and those representing 75% say something completely different, and forbid us to pass information across. Until this legal position is resolved I am advised we can do nothing but sit back until you resolve this between you. That is what the ICAEW confirmed.
                        "



                        I would appreciated your advice to what you think should be my next step.

                        1. The two people who are obstructing (husband of previous Director and solicitor who was masquerading as company sec and acted as proxy at s.305 meeting) are not members of the Company but are claiming my appointment is unlawful and the Accoutant is accepting their position.

                        2. When I was a shareholder and I tried to obtain information from the accountant for the Tribunal proceedings and he refused because he said he could only take instructions form the Directors. Now he is claiming he will not take instruction from the Director but will only listen to the shareholders who hold 75% of the vote. (He is actually taking the instruction from 50% because the other 25% has died) . It is a situation of changing goal posts and shifting sand with this accountant.

                        3.I would be surprised if the husband who is being obstructive will not take this matter to court because he doesn't need to; he has been successful in creating another stalemate which is protecting his misconduct (withholding his service charge arrears and possible misconduct of the S/C trust account) and if the matter goes to court then his misconduct will be exposed.

                        4. £28.02 has been transferred to the Appointed Manager as the balance from the S/C trust account and I have calculated there should be a balance of approximately £30,000 , if all service charges have been collected as demanded. I have all the invoices since 2016 from the s.27A hearing to evidence they have been paid.

                        5.I am conscious that September filing date for 2020 accounts is not long away and the newly appointed accountant has said that he cannot do anything until he gets clearance.

                        6. You suggested using the previous accounts and change dates so the accounts can be filed but until the new accountant gets clearance he won't act. How do I go about that?

                        7. Is there anything these two trouble makers can do, without my knowledge to remove me as Director without taking the matter to court.

                        6. Do you agree with the Accountants position?



                        Comment


                          #87


                          The Accountant said in an email....

                          " I also note you have placed yourself as the person(s) of significant control at Companies House and this is also incorrect."

                          Is he correct?

                          Comment


                            #88
                            The ICAEW appears to be stating that the accountant should take a neutral position and not become involved in any dispute. So the accountant should be giving similar advice to the other leaseholders. It tells you that there is no point complaining to the ICAEW at this stage.

                            You could ask for proof that the accountant has been instructed by 75% of the shareholders. I suspect that the solicitor has informed the accountant that he represents 75% of members. You would need to contact the executor or the representatives of the deceased shareholder to consider whether or not that is correct.

                            You could ask why the accountant is changing his stance but I suspect that you will receive a reply which will take you no further. He is likely to say that the circumstances have changed or that he is following advice from ICAEW.

                            The accountant has stated that he has received instructions forbidding him to pass across information, which you can use to your advantage in any legal proceedings, you are being obstructed from carrying out your duties.

                            The Company could apply to the Tribunal and seek an order requiring the accountant to relase information which he holds. It would be better if the manager made the application or supported your application.

                            The manager should be seeking information, in particular details of all movements in the bank balance since the last known amount. She should be enquiring about the sum of £28,02. What does that represent, is it supposed to be the entire balance of trust monies held? Do you know whether or not she is taking any action or is she simply saying that she will only deal with matters after the date of her appointment?

                            If you can demonstrate that £30,000 appears to have gone missing, that would be a good argument to use before the FTT or in any legal action. Based on your previous comments, I suspect that other leaseholders have not been charged anything and any payments made by you have been used to pay the agent and repay the "loans" from the previous directors,

                            No qualified accountant is likely to accept an appointment without professional clearance from the previous accountant and any services would be limited if information is not being released. You have a duty to file accounts with Companies House, avoid ongoing fines and keep costs under control so I cannot see that you have any option but to use the last set of accounts and amend the dates. The statutory accounts contain little information and I cannot see how you can be criticised for acting in the interests of the Company and its members.

                            Trying to second guess what the troublemakers will do next is almost impossible. You can assume that they have contacted Companies House and they have probably received the same advice to resolve any dispute through the courts. They could take legal action or apply under s303 but both require their acceptance that you have been appointed a director, They could ignore you and try to hold their own meeting as though they remain in control but you can respond by saying that you will not accept an unofficial meeting. The longer they leave it, the stronger your position.

                            I think that you are a PSC as long as you are a director, The shareholder with 50% of the votes also appears to be a PSC.

                            Comment


                              #89
                              Thank you
                              1. What happens when the late filing penalties are triggered. How long is the Company given to pay them?
                              2. What happens if the Company does not pay them or can’t pay them immediately.
                              3. I will need to make a claim to court to recover the costs incurred (penalties) and make the previous Directors and husband liable. That will take months some times years to get an order from the court and the money.
                              4. These Tribunal proceedings have already taken nearly three years! And we are no where near a conclusion.
                              5. The executor of the deceased shareholder is the husband !! How do I find out who the solicitor is who would be dealing with probate?

                              Comment


                                #90
                                1. Because I have a duty to file accounts with Companies House to avoid ongoing fines and to keep costs under control do you think if I approach another accountant they will use the last set of accounts and amend the dates as you suggest. Will Companies House accept this.

                                2. Another accountant will probably not want to get involved when they are aware of the dispute.
                                The accountant I have appointed will not act until the dispute is over.

                                3. Is there a contact number for ICAEW. The previous accountant has given me a case number and name who he spoke to but, on the site there is no contact number for non members to call. It appears only members have access.

                                4. If I submitted the accounts as you suggest. Would I be breaching any accounting rules or regulations.

                                Comment

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