How much of our time should organisations be entitled to in fixing their own errors? Indeed, what is my obligation under the law to give my (valuable) time as a volunteer alerting them to their own mistakes that mean they, potentially, but absolutely erroneously, may, at some point, want to fine me?
Can the organisation have an hour, a day, and, if I do nothing, will it do that Kenyan thing and blow up to some imagined reality of actual non-compliance?
Indeed, am I now suddenly in a dispute, just because they say I am, even though they are entirely wrong?
It’s a question I have been staring at after heading off into an old Gmail account to find something, only to read, fresh at the top, an email from our Company Registrar, Joyce Koech.
Ms Koech used this address to write to ‘the directors’, of whom there are none, of a now non-existent company, to say they were failing to comply with beneficial ownership legislation.
I was confused. I went back to the former company secretary’s emails: was there some way this never-operational company still existed?
With its gazetted voluntary dissolution, zero assets or liabilities ever, zero trading, sales or operations, a name that was filed fully and compliantly for strike-off, and gazetted as such? Could this struck-off company still have compliance issues? And shouldn’t the Registrar of Companies know?
I found the gazette notice. I even went back and checked the same page in the gazette online. Yet, clearly, despite the gazetting, this company cannot have been struck off, because, if it had been, why would Ms Koech by writing to an old Gmail address about its beneficial owners? Dead men don’t walk. And struck-off companies don’t have owners.
So what is going on? Does Companies House not record its own strike-offs, or does it fail to strike companies off after gazetting? Or did it lose all its company records in some Covid-related server catastrophe and is now operating off 2019 registered company names?
I went back to the law on dissolution, was there some reason, post-gazetting, that it fell foul? There were none. The company never traded. It was only ever a name and filed all its returns up until its voluntary dissolution and gazetting. Companies can get restored, but it can only be done by the (former) directors or a creditor. That’s me, and none.
I then looked for the company name online and someone is running a Kenyan domain name with the same name. But how could that have any bearing on that old, struck-off, limited company?
Even, just suppose, they created a new company with the same name — which, under UK law, for instance, isn’t allowed — how could some new owners, or Companies House, connect some new company with the Gmail address from an old and struck-off earlier company?
Altogether, since it was a fluke that I even saw the email, it looked like one for ignoring. But could that create some real problem ahead? The email wanted the directors to fill out a form on beneficial owners. Impossible. No company, no directors, no owners. But what’s the penalty for the non-compliance Ms Koech was claiming? Well, its Sh500,000, and if it persists, it racks up at Sh50,000 a day.
So, where does that fine go? I couldn’t find that out. I hunted everywhere to see who might be the happy and lucky recipient of Sh50,000 a day for no beneficial ownership form for a company not struck-off by Companies House as it had gazetted.
And I had one horrible thought, as I tossed and turned through nightmares of being chased across the Ngong Hills by Ms Koech screaming that I needed to pay for the grass, which she kept saying was mine: how far back could Companies House go into struck-off companies chasing fines for beneficial ownership forms? Two years? Five years? 50 years? What a windfall.
Anyway, I closed the Gmail. If Companies House isn’t striking off companies it gazettes for strike-off, I’m not here to help it with its own administrative chaos. Sorry guys. Sort your records out.
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Note: The results are not exact but very close to the actual.
