Company Secretary

Question 1

Panorama Developments v Fidelis Furnishing Fabrics Car hire

Answer 1

secretary enter into contracts: company sec of Fidelis hired cars from Panorama on business credit. Transpired not for company business but personal use. Cars nicer than normal and company claim outside secretary duties. Has admin scope to enter into contracts - Held: Panorama believed company sec had right to hire car. Company duties involved administrative role of hiring car and within scope of usual authority. Panorama would not know this - normal for sec to enter into contract - as facilitating sales of business

Question 2

Re Maidstone Provisions Ltd Dire Financial Straits

Answer 2

not to manage but admin only - company sec warned directors the company was in dire financial straits. Directors ignored him and carried on trading - went bust and liquidator wanted to make CS and Directors liable for continuing to trade when company was in losses. Held: sec not liable - not his role to intervene in what board of directors did - did all a CS required to do. Not there to manage he is an administrator - not outside scope

Question 3

Devon & Cornwall Surfacing VAT

Answer 3

duties of company secretary - director used company sec to comply with tax obligations on behalf of company. Director had no knowledge of what is required to meet his tax obligations/c.s was qualified accountant. Secretary kept position as secretary for previous employee and 4 other companies as well - until april 2008 thought tax affairs dealt with - however company returns were 60 days later and NIC and PAYE 686 days late. Directors said cause of broadband, CS sickness and holiday - but CS had made payment to another companys reference number at right time. Held: reasonable to rely on CS for tax obligations

Question 4

Third Stone Limited Sub contract

Answer 4

agent of secretary and third parties - secretary IAN PHILIPS was appointed by director in 2004. Ian sub contracted to core management accounting services. In 2009 - director told no tax returns been filed between 2006-9. Philips said had filed returns but no copies to show. Director changed accountants immediately and HMRC accepted payments form company. Director said company not responsible as he had delegated duties t company sec and was unaware of tax returns being paid. Held: companies reliance on agency not a reasonable excuse. Responsibility of company to ensure tax returns up to date. Employees responsibility and cannot be transferred to an agent/third party on its behalf.