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Check if a company was trading

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  • 12-10-2007 12:10pm
    #1
    adw223
    Registered Users Posts: 9 ✭


    Hi doeas anybody know if it is possible to check if a company was actually trading, possible by checking profits returned to the cro.

    I know the company has filled its returns but dont know if they were actually trading. If I could check to see that they returned a profit or loss then I would know they were trading.

    Any advice?

    Regards
    AD


Comments

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    #2
    dahamsta
    Banned (with Prison Access) Posts: 16,659 ✭✭✭✭dahamsta


    Doesn't the CRO let you download the returns, for a fee?


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    #3
    adw223
    Registered Users Posts: 9 ✭adw223


    The company made 2 annual returns. The first year it says Annual Returns- No Accounts but the second year it says Annual Returns - General. So I paid the 2.50 to download the second lot of returns but it only gives info on the share capital and directors it doesnt say anything about profit or if the company was trading.


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    #4
    Our man in Havana
    Closed Accounts Posts: 29,476 ✭✭✭✭Our man in Havana


    Sounds like a dormant company.


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    #5
    information
    Closed Accounts Posts: 362 ✭✭information


    adw223 wrote: »
    The company made 2 annual returns. The first year it says Annual Returns- No Accounts but the second year it says Annual Returns - General. So I paid the 2.50 to download the second lot of returns but it only gives info on the share capital and directors it doesnt say anything about profit or if the company was trading.

    there is no account required for the first year.

    The second annual return will require accounts, there are list seperately in the list of submissions.
    2   B1C   ANNUAL RETURN - GENERAL   Account details   Received   03/10/2006
1   B1C   ANNUAL RETURN - GENERAL   B1 ANNUAL RETURN   Received   03/10/2006


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    #6
    adw223
    Registered Users Posts: 9 ✭adw223


    Thanks

    I downloaded the account details from the cro which gave me what I needed. I had previously downloaded the wrong file.

    Now for the tricky bit. What would you do if you find out that a guy whom you have just bought out of your company (i.e. bought his share holding and he resigned as a director) had actually a 70% shareholding in another company and was both secretary and director of this other company for the previous 2 years. Both companies offer exactly the same service and are in the same region and yes the other company was trading as they showed a profit according to their accounts.

    I know he is in breech of company law as there was a serious conflict of interest.

    I feel cheated because as far as I'm concerned he obtained money from my company (i.e. his wages) under false pretences especially considering his main roll was to bring in the work (i.e. estimator) and he had another company in competition.
    He also obtained money for the sale of his shares when if I knew what he was doing he could have been fired as a director and held onto his shares which would have basically been worthless to him and I would have saved a lot of money.


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    #7
    dahamsta
    Banned (with Prison Access) Posts: 16,659 ✭✭✭✭dahamsta


    Is a conflict of interest actually against the law? I have my doubts. It's possible there might be a case for deception I suppose, but I'd say it'd be a stretch. As to him continuing to trade in the other business, you should have gotten him to sign a no-compete clause tbh, everyone's entitled to operate any business they like unless they're contracted not to.

    adam


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    #8
    adw223
    Registered Users Posts: 9 ✭adw223


    I dont have a problem with him setting up any business he wants, once he has left my company but I do have a problem with it before then.
    I have already checked company law and he is in breech of it as you are not allowed to be a director of two companies which are trading and in the same line of business.

    I guess my question is really is it worth it? It wouldn't be so much about the money more about not letting people get away with doing what they please.


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    #9
    dahamsta
    Banned (with Prison Access) Posts: 16,659 ✭✭✭✭dahamsta


    adw223 wrote: »
    I have already checked company law and he is in breech of it as you are not allowed to be a director of two companies which are trading and in the same line of business.
    That's a new one on me. I'd be interested in seeing exactly what it says - how do you define "same line of business", for example - can you point to the relevant section or quote it please?


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    #10
    adw223
    Registered Users Posts: 9 ✭adw223


    The relevant legislation for companies in Ireland is the Companies Acts, 1963-2003. This clearly defines the following;

    Directors Duties

    Directors' duties arise under both common law and statute. The common law duties require that directors:

    act in a fiduciary capacity to the company, acting in good faith in the company's interests;


    exercise all due care and skill as a director; and


    avoid conflicts of interest with the company and not to profit from their position as a director.
    The statutory obligations reflect the common law duty of avoiding conflicts in interest, and ensure that any potential transaction which may involve a conflict of interest is approved by shareholders in advance. They also attempt to prevent any abuse of position and control by directors.

    Directors' duties are owed to the company and to shareholders as a whole and not to individual shareholders. The duties are not generally owed to creditors, although this may be the case in the event of the company's insolvency.

    When I said that it was the same line of business I was only trying to point out that this is what would create the conflict. The law only states that there should not be a conflict of interest it doesn't go and list each possible conflict. If he set up a bakery and my company sold parts for cars then I dont think anybody could say that there was a conflict there but if both businesses were Plumbing Contractors there would surely be a conflict.


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    #11
    dahamsta
    Banned (with Prison Access) Posts: 16,659 ✭✭✭✭dahamsta


    I guess you should give it a shot then. The whole "not to profit from their position of a director" line is a bit of a joke imho. I understand what they're getting at, but still...


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    #12
    information
    Closed Accounts Posts: 362 ✭✭information


    adw223 wrote: »
    I have already checked company law and he is in breech of it as you are not allowed to be a director of two companies which are trading and in the same line of business.

    Yes you are.

    His role as director is seperate to his role as salesman.

    The conflict of interest stated is more to do with profiting from knowledge a director would know, like financial issues.

    If I understand from your posts, he worked for your company and you bought him out.
    The conflict of interest should have been covered in his employment contract and that is the way to go after him.
    The ODCE are absolutely toothless and would be unable to bring a case in the instance you stated.


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