Directorship dilema

L

Liam

Guest
I am in a position where I was the owner of and director in a small company which still trades. I sold the company just over a year ago and resigned as director.
Since then I have got a job in an Irish subsidiary of a US company. I was recently asked to serve as a director and board member of the Irish company which I agreed to do.
I have since received the B10 change of direcors form to fill out and sign in order to be registered as director in my employer company.
However the B10 forms ask that I list all companies in which I was a director in the past 10 years. I am loathe to do this as I do not want my current employer to know about this particular era in my life.
Any advice on how I should proceed.

Thanks
 
G

Guest

Guest
> However the B10 forms ask that I list all companies in which I was a director in the past 10 years. I am loathe to do this as I do not want my current employer to know about this particular era in my life.

I don't think that you have any option under the relevant corporate enforcement/company registration rules. I know of cases (not in this context) where people used the Irish version of their name when filling out certain statutory forms but I don't know if this is strictly OK and/or within the spirit or letter of the relevant laws.
 

Brendan Burgess

Founder
Messages
40,231
I think that there are two issues here.

Firstly, ask yourself what is the purpose of the declaration on the B10 of all previous directorships? I don't really know what the purpose is. My own attitude to forms is not to provide information which is of no value to the organization asking for it. I have been a director of the Irish Wildlife Trust in the past ten years. I don't see how this is relevant in any way to other directorships I have. If I felt it was not relevant to a particular form, I would probably not disclose it. If the IWT had unpaid debts during my time as director, then it would be relevant and I would disclose it. Having said that, the Office of Corporate Enforcement might not see it the way I see it.

The most important practical issue as far as I am concerned is why you are withholding some information from your current employer. Have you or had you a conflict of interest? Your employer may well be upset if they discover this through some other means. You could "disclose" it by putting it down on the B10 and hoping no one would pick it up. Or you could clear the air with your employers now at a time when they obviously think highly of you.

Brendan
 
G

Guest

Guest
> My own attitude to forms is not to provide information which is of no value to the organization asking for it...Having said that, the Office of Corporate Enforcement might not see it the way I see it.

Whatever the individual may think surely what matters is what the relevant laws and the Director of Corporate Enforcement say? It seems to me that making a unilateral judgement call on stuff like this is no different to those who think that the speed limits are too low or that their tax is too high and decide to ignore them... :\
 
L

Liam

Guest
Brendan,

The only bad history from my past directorship was that the business did struggle financially and for a period of 2 years I found it hard to pay some debts on time including VAT. At the point where I sold the business the buyer basically paid me only a nominal sum for the equipment and stock and he put money in to the business to bring all past due payments up to date.

During this period also the company was struck off in the get tough policy on end of year filing of returns on time. However I did have this sorted out quickly at the time and the company was restored within a few weeks of being struck off.

Basically I think my past directorship is really irrelevant as far as the companies office is concerned in the sense that it was a start up operation which struggled in the early years primarily due to undercapitialisation at that time. OK I did not meet every debt on time and I did not get corporate compliance totally right. However at the end of the day I did regularise the corporate compliance and I sold the business basically for nothing so that the new owner could use the new funds to bring all outstanding debt up to date which he did.

Bringing all this to the attention of my new employer simply would not be good for me I fear, so my instinct at this point is not to reveal all in the B10 form.
 
G

Guest

Guest
I would have thought that most business people would recognise having struggled and survived as a creditable rather than a black mark against the individual(s) in question? As Brendan says your currently employer obviously thinks highly of you if you are becoming a director now so perhaps it would be a good idea to reciprocate by coming clean - or at least filing the correct information - now?

> Basically I think my past directorship is really irrelevant as far as the companies office is concerned

As I said before I think it may be dangerous to make unilateral decisions on what should be included and what can b excluded - particularly given the much more strict corporate enforcement environment that exists these days. If you are in any doubt you should probably consider consulting with a corporate law expert on a personal basis before omitting any information.
 
R

rainyday

Guest
Personally, I'd be far more worried about the possibility of being 'caught out' by the Company Records Office than disclosing your recent past to your current employer.

The CRO's job is to identify your 'track record' as a director, in order to prevent those kind of 'phoenix' companies which rise from the ashes of the last failure (which left Revenue and creditor debts outstanding) with the same directors. As this is not what happened in your case, I don't think you really have any problem here.

However, if the CRO were to return your directors form to your Company Secretary with a note saying 'Would this be the same Liam who was a director of xxx company?', this is FAr more likely to raise serious questions. Your attempt to hide or cover up your past will mean that your new employers will assume the worst case scenario.

I'd strongly recommend that you come clean with your new employer.
 
L

Liam

Guest
Director dilemma

Rainyday,

I guess you are right. Funny thing is that if I had moved address since the last directorship CRO would really have no real cross reference on me. Ok they could use date of birth but that is hardly conclusive in its own right. Fror example they do not ask for my PPS number which should be the ultimate cross ref.
I will declare and hope no questions are raised. Afterall I have not been barred from becoming a director so I just hope that satisfies the CRO at this point in time. My guess is that this is primarily is why this particular question is asked in the first place.
 
D

deegs

Guest
directorship

hi liam
another way of thinking about it is if you take up a position on the board of this new company without stating the truth of your past directorships you are putting the new company at risk....in numerous ways but you are associating the other executive members to a fradulent submission to the cro.
Honesty keeps everyone happy and out of jail!
 
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