Withy King Directors’ Briefing

March 20, 2015

In a rapidly changing legal landscape, solicitors at Bath law firm Withy King highlight a few of the issues business owners and directors need to be aware of in their professional and personal lives.

Keep on the right side of Companies House

We all know how busy life can be but failure to ensure that forms are correctly filed at Companies House can result in hefty penalties. It may cause concern for potential buyers if you ever try and sell your business.

The recent demise of Taylor & Sons Ltd, prompted by Companies House mistakenly listing the company as being wound up instead of a similarly named business Taylor & Son Ltd, serves to highlight the damage that erroneous entries at Companies House can do. In this case it was Companies House that made the error. However, we frequently come across companies that have incomplete filing histories. For example, where an allotment of shares or the satisfaction of a bank charge have not been reported.

Not filing forms is an offence under the Companies Act 2006. It is essential to comply with all the requirements, not only to avoid fines and penalties, but also to avoid later issues during a due diligence process should you ever look to sell your business.

For further information on any corporate issue, please contact James Worrall at james.worrall@withyking.co.uk

Compulsory overtime must be included in holiday pay

Employers are reminded that workers who do regular compulsory overtime must now have that overtime included in their holiday pay calculations. Holiday pay must also include commission entitlement. The law is still not decided in relation to regularly worked voluntary overtime and annual bonus entitlement.   

Fortunately, new regulations introduced in January limit the financial implications for employers to two years’ lost holiday pay for claims issued on or after 1 July 2015 – but there may well be a spike in claims by employees before this date.

For advice on any employment issue, please contact Richard White at richard.white@withyking.co.uk

Ask before you alter your premises

Altering a rented property can often throw up issues for both landlord and tenant. If the correct procedure is followed, the process can be simple, straightforward and amicable between both parties. Sadly and all too often, however, disputes arise and a legal battle ensues.

In most modern agreements, the extent to which a tenant can carry out alterations is limited, often requiring the tenant to obtain prior permission from the landlord before work begins. If you are unsure of your responsibilities and duties, it pays to revisit the terms of your lease.

For information and advice on property issues, please contact Paul Daniels at paul.daniels@withyking.co.uk

Fraudulent schemes can trip up even the most careful directors

A recent case has highlighted the importance of directors exercising reasonable skill, care and diligence at all times when making decisions on the company’s behalf. 

Two directors of a large construction company were induced into investing huge sums of company money into a fraudulent investment scheme. The company, which subsequently lost everything it had invested, sought an indemnity from the two directors claiming negligence and breach of their directors’ duties. Although ultimately branded “fools not knaves” the court was highly critical of the directors’ incompetence for failing to spot what was an obviously suspect scheme. 

Directors are of course protected if they act honestly and reasonably but should always be aware of their duties and take advice, especially if the company could become a victim of fraud. 

For help with any claims against a company or its directors, please contact Nicola Cutler at nicola.cutler@withyking.co.uk

New CGT relief on property

Non-UK resident individuals and trustees may be able to benefit from private residence relief (PPR) for Capital Gains Tax (CGT) if they meet new conditions.

To get PPR for CGT, the person making the disposal must be tax resident in the same territory as the property for that tax year, or where not tax resident, the person must spend at least 90 midnights in that property (or across all of their properties in that territory) in that tax year.

For estate planning or taxation advice, please contact James McNeile at james.mcneile@withyking.co.uk

News on ‘spousal maintenance’

A recently reported case gives much-needed judicial guidance on the controversial issue of when maintenance should be paid to an ex-spouse, and if so, how much and for how long. There may be light at the end of the tunnel, as the judgment records: “In every case the court must consider a termination of spousal maintenance with a transition to independence as soon as it is just and reasonable.”

For further advice on divorce or other family matters, please contact Sharon MacDonald at sharon.macdonald@withyking.co.uk

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