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- Member PM.Dip
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I have been approached to do the bookkeeping for a new company (not set up yet) obviously within my qualifications up TB and recomend to eventually have an accountant for the end of year accounts! My question is, can I intiallly be registered as my clients registered office until they decide who the accountant will be (client is home based)? I know that you can have a registered office address different to the business address, but wondered how I stand with this?
Comments will be gratefully received!
Paul
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The registered office is normally either the business address or the director home address if there is no other business address, not normally the accountant or bookkeeper address. I personally wouldn't have my address as the registered address of the company, in the case of liquidation I am not sure if the registered address can be taken as part of the company assets, the law can be funny that way, it's not a risk i would take lightly, maybe it's me being over precautious, but better safe than sorry is my motto.
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Dear Paul
It is not unusa for a company to use their accountants or bookkeepers office's as their companies registered offices and indeed in London their are companies who specialise in just that being a companies registered office due to a prestigeous address.
LBS is incorrect to inferr you property may be at risk if a limited company who is using your address as a registered office goes into liquidation as it is only the ASSETS of that company (or those of a director(s) found to have been engaged in wrong doing). the because headache would be the amount of post that will come to your address as the registered office address is in the public domain.
It can be handy if you are the registered office as you will get the rimnders form companies house and HMRC which will help you to stay on top of your clients.
Below is a wiki link on the subject
http://en.wikipedia.org/wiki/Registered_office
I hope this is of some help.
Kind regards
Stuart
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I wasn't saying I was right or wrong Stuart, all it takes is one landmark court case to turn things on their head, I prefer to keep myself separate, if you are the registered agent for that company you will get a copy of anything sent to the registered office anyway. maybe I am too cautious, but I still like to be a separate entity completely, if all the mail was coming to me as the registered office and I overlooked a deadline, am I legally responsible, can the client then sue me for the cost of any fines, I prefer to leave the onus with my clients, if they don't keep to the deadlines and get a fine it's their problem, not mine.
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LBSsaid:
“The registered office is normally either the business address or the director home address if there is no other business address, not normally the accountant or bookkeeper address. I personally wouldn't have my address as the registered address of the company, in the case of liquidation I am not sure if the registered address can be taken as part of the company assets, the law can be funny that way, it's not a risk i would take lightly, maybe it's me being over precautious, but better safe than sorry is my motto.”
"I wasn't saying I was right or wrong Stuart, all it takes is one landmark court case to turn things on their head, I prefer to keep myself separate, if you are the registered agent for that company you will get a copy of anything sent to the registered office anyway. maybe I am too cautious, but I still like to be a separate entity completely, if all the mail was coming to me as the registered office and I overlooked a deadline, am I legally responsible, can the client then sue me for the cost of any fines, I prefer to leave the onus with my clients, if they don't keep to the deadlines and get a fine it's their problem, not mine."
LBS
I will start from the point that your arer based in Northern Ireland and there may be as within Scotland Laws that differ to England and Wales and I can only speak from the standpoint of what applies to England as per my understanding bearing in mnd I am not a Lawyer.
I understand your preferences and they are fine the trouble is some of your points are misleading and may lead someone to make false assumptions. If you had simply said I prefer not to use my address as a companies registered office as I am very cautious and want to ensure there is complete seperation between my clients business and myself other than for those capacities in which I act for my clients for me there would have been no issue what so ever.
However when you start putting things in like those I have highlighted above I feel that this could be slightly misleading to anyone who is not entirely ofey with the business entity concept.
1/ The Assets of a limited company are stated on it's balance sheet. Those are the only Assets a liquidator can purse with the exception of those of a company director who has been wrongfully trading and that wrongful trading has been proved.
2/ A landmark court case to sieze and sell a property not owned by any of the Directors or the company itself would have to be one heck of a case and if such a case could be bought where would it end under that logic they would be able to make a case for siezing the trading address even if were rented.
3/ Directors have responsiblity for ensuring compliance within a limited company and although they can delegate those duties to be carried out by others they cannot delegate their legal responsibility. I feel it would therefore be nigh on impossible to bring a case of negligence unless a specfic contractual arrangement was in existence.
4/ A registered office address is just that a physcial building to try and sue you for a compliance issue would be like trying to sue a PO Box it is not going to happen unless as in point 3 YOU take on a contratual obligation to carry out duties on behalf of the company they could then sue you under that contract.
My final point is not only do HMRc and companies house write to the registered office and the agent where appointed they also write to the company directors themselves. Please note I am not saying anything about what you do or dont do that is upto you and as you say it is neither right or wrong it is important though to try and be as correct as possible so as not to potentially mislead others.
The above is just my inderstanfing and if anyone knows of anything to the contary please chip in as it is more important to get the correct answer and ensure people are not misled.
it would also be interesting to note if there are and what difference may apply to Scotland and Northern Ireland concerning the business enity concept.
Kind regards
Stuart
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Stuart is correct - allowing your address to be used as the registered office does not make you either Company Director or Secretary. It is the directors who have responsibility to see that corporate filings are made as necessary. However, it would be important to have a written contract in place to make sure that both parties understood what you would and would not be doing. I haven't looked it up, but there are probably some examples out there on the internet.
At least in England and Wales, the 'landmark case' you mention is not possible. There would have to be a change in the law, as the Companies Act is very clear that no recourse can be had to assets of a third party (even 'piercing the corporate veil', as it is known, to get at the assets of a director in cases of gross negligence or fraud is difficult). A court case could not do it, even if it went to the House of Lords - Statute would override. A new law would not be retroactive, so you could withdraw your services as provider of a registered office if you saw anything like this becoming possible. And believe me, you would see it - there would be debate in Parliament. It would be a very big deal.
So really, it is just a matter of choice and convenience that need affect your decision (provided you put in place contractual protection as described above).
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As I said previously I prefer to keep things simple and uncomplicated, just do the books, get paid, end of. I neither have the time or the will to either get involved with or concern myself with anything else, life's too short for that. Northern Ireland has it's own set of companies NI orders, which I haven't looked at for many years, and have no intention of wasting valuable time on either. As I said, why make things complicated for yourself, life is complicated enough.
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- Member
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Perfectly valid attitude!
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- Member PM.Dip
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Thank you for all comments, especially Stuart!
As I thought it would be OK to provide the service for being a registered company office (with a contract(LOC) in place ).
I have looked at the companies house website and was reminded that there are formation companies offering this service, so it is a question for my prospective client to decide with what they feel confortable with and I as an alternative and am there to provide support / information on the bookkeeping aspect of things!
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- Companion Fellow PM.Dip
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Hi
This is not a comment on whether it is right or wrong. I do feel there is a wider picture here though
I also would be extremely careful having a company use my address in fact I have never allowed it. Obviously if they want to pay me danger money against the HMRC who do a lot the time have their information incorrect and do pass on addresses to ballifs , at the drop of hat. ( Mind you I think they may have lost RANGERS Address and Craig Whytes , but apparently not other small businesses ) .
My attitude is, why can they not use their own address?????. , unless I was offering this service and it would cost them a lot .
For the purpose of my comment here I am not talking about the law. It is well know that the HMRC quite often get the data they hold on file incorrect.
I have no fate at all with the government bodies as they are very quick now to give an address to balliffs and have been know to do so.
It does not matter whether they are wrong or right , once a baliff has an address, you could take months and months to resolve it with someone like the HM Revenue.
In the meantime , for no reason you might find your address is listed with Credit check firms.
If you have an office that is not private home then yes offer the service if you want to .
If your office is at your private home, then I would not touch it with a barge poll. There is far to much info incorrect in the IT world. HENCE THE DANGER MONEY>
Edited at 05 Mar 2012 12:40 PM GMT
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Also remember that is you ever want to move, that means informing Companies House. Not a big issue for one client, but it would be time consuming if you did it for several people.
I have found from having my own company that I get a lot of junkmail, so you could expect to get that.
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> Hi Ruth
As with all things now companies house has moved online and there is great software that manages all these things for you so rather than having to submit loads of forms you can do a mass update I believe.
Kind regards
Stuart
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I didn't realise that!
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