company with 1 director

Our man in Havana

What hapens to a company if a director dies and there is no one to replace him. IE Shareholders refuse to becom a director.

The company has never traded.

Victor

I think you would need an AGM / EGM and insist that the shareholders (including Executor?) appoint another director. That or wind up the company.

If you con't want to play ball anymore, resign (if you can).

Check out www.cro.ie and I suggest you get a solicitor with this type of experience involed

dod

Although in the past there was a minimum requirement for two directors, there is a new structure which allows for a single director company. Your accountant/ advisor/ whatever will have to submit the (routine) paperwork to the CRO etc. to change the legal structure of the business.

I don't know if there are any subsequent ramifications of this structure change, but your advisor should be able to give you any information you require. (If you do become aware of any potential negative impact of this structure change, you might post the details here?)

Our man in Havana

The thing is the company never traded.
All the tax was canncelled but the directors never filed annual returns to the CRO through ignorance. The CRO were threatening enforecement action.

In Short the shareholders refuse to appoint someone else and no one will consent to acting as a director. Under the companies acts a person must give written consent. They want the company struck off. The company has no funds to file accounts. what would happen now then?

dod

You must somehow find funds, even personally, to file the accounts. Under last years amendments to the companies acts, directors become personally liable for any debts arising from the company through their neglecting to perform their duties as directors, whatever the cause, i.e. ignorance or naivety is not an acceptable excuse.

Ultimately if the CRO take enforcement action, you will still be required to file accounts, except you could also find yourself (at the least) being excluded from being a director for a minimum of five years, or (at worst) jailed for abrogation of your duties as a company director. Theoretically you could also be accused of fraud etc.

Ultimately you will still incur the costs. If there was zero turnover of any type, at any time, an accountant should be able to make up a zero return retrospectively very quickly for whatever your filing dates are.

They must be submitted in the correct sequence. If you are late, you will also pay a fine accruing at €3 a day, so if you are a year late, you will pay over €1,000. You will also have to pay a standard filing charge of €30. They will not accept (even a zero return) unless if is accompanied by the full fine. If it takes you, say, a week to raise the cash, your fine will continue to accrue during that week, so the longer you leave it, the more expensive it will become.

You must act on this immediately, for if you do not, the only person who it is going to cause difficulty for is you, financial and otherwise. The last thing you need is a disqualification order against you, it looks bad and is ultimately avoidable.

If I were you, I'd find an accountant and get him to get in touch with the CRO and make inroads on this problem immediately before it becomes very costly, potentially in more than a financial sense.

STaN

Originally posted by dod
Although in the past there was a minimum requirement for two directors, there is a new structure which allows for a single director company. Your accountant/ advisor/ whatever will have to submit the (routine) paperwork to the CRO etc. to change the legal structure of the business.

I don't know if there are any subsequent ramifications of this structure change, but your advisor should be able to give you any information you require. (If you do become aware of any potential negative impact of this structure change, you might post the details here?)

To my knowledge, it was changed from the need for 2 shareholders to a minimum of 1, but that you still needed 2 directors.

1 Chairman, 1 Secretary.

Otherwise you are a sole trader.