“I’m a company director and someone has filed our accounts without me knowing. Am I in trouble?”
A director of a Residents’ Management Company (RMC) asked the following question,
My question is mainly to do with proper procedures. I have had an e mail from our management company stating that I need to sign off the company accounts by the end of December otherwise there will be some kind of penalty applied. I had a copy of the accounts, along with other leaseholders, from our managing agent but no specific document requiring my signature. Should they send me some formal document? Will there be a penalty if I don’t sign? I am sure the accounts are arithmetically correct as they are audited but whether they are right in principle I cannot say.
Our response was as follows;
A Limited Company is required to file annual accounts at Companies House within 9 months of the year end. I have checked the position at Companies House and the year end for your Company is 31 March 2018. Therefore, these accounts must be filed by 31 December 2018 to avoid the Company receiving a late filing penalty.
However, the accounts have already been filed at Companies House and I have attached them for you. They state that the accounts were approved by the Board of Directors on 19 October 2018 and they indicate that your co-director approved the accounts on behalf of the Board. Is this correct? Did you approve the statutory accounts for the year ended 31 March 2018?
As the accounts have been filed on line then there is no requirement for a signature on the accounts. However, the Board must approve the accounts and the Board should also authorise whoever is filing the accounts to file them on their behalf. This is a requirement of section 414 of Companies Act 2006 and also the company’s Articles of Association. You must discuss this with your co-director immediately and we would be happy to assist with the conversation.
On the plus side, at least you do not need to worry about a late filing penalty for this year.
If you are unsure about any entries in the accounts then you must ask for further explanations. The directors are responsible for filing accounts that comply with the Companies Act and so you both need to take reasonable steps to ensure you are happy with the information in the accounts. Again, we can assist with this matter.
Gordon Whelan is Managing Director of Haines Watts Service Charge.
