Second filing

stefanboro

Hi guys.

I am dodgey ground and need a bit of professional advice.

I have a client who has not done a personal or company tax return since 2008/09.

He is adamant that his wife should be listed as director along side him and should have been alloted shares. To date, according to companies house records, there is only 1 alloted share for which he is the sole subscriber.

Companies House have a facility in which you can second file certain returns:

http://www.companieshouse.gov.uk/forms/secondFilingFAQs.shtml

AR01 for appointing directors and SH01 for allotment of shares is one of them.

I am wondering if I can second file the AR01 for 2008/09 (as it has been filed) to have the wife listed as director.

I am then wondering if I can then have an SH01 form filled out to allot the wife with shares for this period before I conclude the CT600 for the company for 2008/09.

Firstly, can I actually retrospectively "second file" appoint the director?

Secondly, can I allot shares this far back?

Thirdly, how on earth will HMRC view all this? There is a genuine case that the wife performed duties for the company in the capacity of a director in this time period.

Sorry, heavy stuff. Any advice is great.

Newbie

I would speak to companies house, I know that Companies House form SH01 must be completed and returned within a month of the allotment of new shares. I presume this was an omission on someone's part rather than a last minute attempt to back date.

deanshepherd

The information held at Companies House is neither the legal nor the beneficial position, it is merely a record of the information presented.

If the wife was appointed a director from the beginning then that is a matter of fact. Similarly if she was issued with shares by the company then that is also a matter of fact.

If those facts are not in dispute then what we have is an administrative oversight that can be corrected be filing the directors appointment and share issue now. I would not be looking to back file any annual returns.

The accounts and tax return should reflect the facts and not necessarily what Companies House were or were not aware of at the time.

Of course if the director/shareholders are just trying to pull a fast one having seen the tax bill, well that's a different matter!

Monsoon

I agree with Dean, the prime records are the records of the company, and a matter of fact, and Co Ho is just the public register. Yes, they have a duty to file things correctly, but being filed at Co Ho doesn't mean that's the definitive facts.

If those were the facts at the time, then that is fine. However, you can't retrospectively change something that wasn't actually the case.

stefanboro

deanshepherd wrote: »

Of course if the director/shareholders are just trying to pull a fast one having seen the tax bill, well that's a different matter!

Indeed.