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The following information has been provided by the Companies Investigation Branch (CIB) www.insolvency.gov.uk/cib and all references to the words 'we' and 'our' refer to the Comapnies Investigation Branch (CIB).
Most of our investigations are carried out under section 447 of the Companies Act 1985. This enables the Secretary of State, if he/she considers that there is good reason, to require a company to produce documents and information to an appointed investigator. Investigators can also be authorised to enter and remain on premises which they believe are used wholly or partly for the purpose of the company’s business. (There are certain rights and obligations which will be explained by the investigators if this power is exercised). If a company’s management refuses to co-operate with investigators, or there is a risk of documents being destroyed, we can ask a magistrate for a search warrant. The police and investigators can then search premises on which there may be company documents and seize them. Investigators can also ask any person involved with a company, now or in the past, or any third party, to provide documents, explanations of the documents, or any other information about the company. These questions can be wide-ranging. Those being asked the questions are obliged by law to provide an answer. A lack of co-operation can be treated as a Contempt of Court and will also be taken into account when we consider what further action may be required against the company and its officers. What
the CIB do not do
What the CIB DO NOT do It is important to note that we cannot assist you in the ways described below. However, if you have any information to suggest that the company may be involved in a pattern of misconduct (for example, you are aware of others in the same position) we may be able to put a stop to it if you provide us with details.
Please note that our investigations are confidential. We can neither confirm nor deny than an investigation is taking place, and by law we cannot provide you with any details of what we find. We will however take action or make the information available to other regulators and enforcement agencies if we have any concerns. How We Do It
When we receive a complaint we first of all see whether or not the
organisation complained about is one which we can investigate. The
page entitled ‘What we do not do’ tells you what we
cannot investigate. Publishing Scams Be very wary of anyone cold calling you asking you to place an advertisement in a Wall Planner, Diary, Children’s Fun Book, Drug Awareness Book, Magazine for Emergency Services Personnel, Guide or other publication. They usually claim to be calling on behalf of or associated with a charity who will receive a donation or free books for resale. Alternatively they may be claiming to be from one of the emergency services or promising to distribute their magazine to an audience such as off duty emergency services personnel. Do’s and Dont’s DON’T agree to place an advert over the telephone unless you are absolutely happy with the publisher with whom you are dealing and what you are being offered. DON’T speak to them unless you’ve got time to ask all the questions you want. DON’T agree to something to get rid of them – you could be making a binding agreement. DON’T take their word for it that you have placed an order previously or that someone in your organisation has agreed to take an order– this is a ploy used by some companies to trick you. DO make it clear in ALL telephone calls that you
are NOT placing an order – they often record the second “confirmation”
phone DO insist on seeing written details and a copy of the publisher's full terms and conditions before placing an order. DO ask them some detailed questions about the publication (a suggested list of questions is below). DO get details including the number of any charity mentioned and check this with the Charity Commission at www.charity-commission.gov.uk . DO get them to send you an example of a publication they have produced with details of its circulation – if they refuse DON’T agree to go any further. DO make a record of all contact with these companies – time, date of calls, person you spoke to, what they said etc. DO make sure all your staff know about this advice on dealing with these cold callers and to be aware of unsolicited invoices. DON’T feel guilty – there are other ways of giving to charity. If in doubt DO find your LOCAL Trading Standards at www.tradingstandards.gov.uk . Questions you should ask - but only if you’re interested in placing an advertisement What is your name and contact number? Where did you get my telephone number/ address from? What is the name / address of the company / organisation you are calling from? What is the name, address, and telephone number of the company producing the publication? What organisation is the publication produced for? If this is a charity, get details of the number and check it with the Charity Commission. If this is an emergency service get the details of which one in
which area. How does the charity or emergency service benefit? What proportion of my fee goes to the charity / emergency service? What is the name of the publication? What type of publication is it? When will it be published? How many copies of the version containing my advert will be produced? How and where will these be distributed? How can I get hold of a copy? What to do if you’re being pursued for payment for an advert you didn't agree to place DON’T be pressurised into paying for an advertisement you haven’t agreed to. DO write to the company outlining your version of events, copying any paperwork and clearly stating you dispute their claim for payment and ask for a copy of any recordings the company intends to rely on as evidence for the contract. DO let the company know that you are aware that only a Court can decide if a contract exists and if you are liable for the debt. Only a Court can enforce a disputed debt and instruct bailiffs. Debt collectors cannot attempt to collect payment by taking direct action such as seizing goods. DO take independent legal advice if you are in any doubt. DO ask them under section 11 of the Data Protection Act 1998 to cease processing your personal details (i.e. address and telephone number) for direct marketing purposes. This should stop them being passed on to other similar companies. Further Information You can obtain further information on Publishing Scams from Manchester
Trading Standards at www.tradingstandards.gov.uk.
Director disqualification and restrictions > What is director disqualification? -------------------------------------------------------------------------------- A disqualification order is made by the court under the Company
Directors Disqualification Act 1986. The Act applies not only to
a person who has been formally appointed as a director but also
to those people who have carried out the functions of a director
and to shadow directors.
An order for disqualification can be made under a number of different
sections of the Company Director Disqualification Act 1986 (see
also section 4 - Criminal proceedings). The order will specify the
period of disqualification. For orders made against an unfit director
of an insolvent company, there is a minimum period of 2 years and
a maximum of 15 years. -------------------------------------------------------------------------------- When can disqualification occur? When a company has failed, the OR (or IP in a creditors' voluntary
liquidation, an administrative receivership or an administration)
has to send the Secretary of State a report on the conduct of all
directors who were in office in the last 3 years of the company's
trading. The Secretary of State has to decide whether it is in the
public interest to seek a disqualification order. Any application
is heard and decided by the court.
-------------------------------------------------------------------------------- How will I know if a disqualification order is to be sought against me? Notification of a decision to apply for a disqualification order will be sent to the last address you provided to Companies House or to the OR/IP. The application for disqualification has to be made within 2 years of the date of the winding-up order (or any earlier voluntary liquidation, administrative receivership or administration), unless the court extends the time. -------------------------------------------------------------------------------- What happens after an application for disqualification is made? The OR will make a report to the court on the conduct of the directors
and send a copy to them. The directors will have the opportunity
to give the court explanations or reasons for their actions - but
may do so by a statement of truth (a written account of the relevant
facts which is sworn on oath or affirmed, usually before a solicitor).
There may also be statements of truth from other people (such as
the company's bankers, accountants and creditors) presented as evidence
to support the case for or against the directors. The court will
then decide whether the conduct makes the directors unfit to act
in the management of a company and, if so, for how long they should
be disqualified. -------------------------------------------------------------------------------- What is the purpose of the CDDA? It aims to maintain the integrity of the business environment. Those who become directors of limited companies should:
The majority of directors do this effectively, but the CDDA is a powerful tool against those who abuse the privilege of limited liability. The CDDA applies not just to persons who are formally appointed as directors but to those who carry out the functions of directors. -------------------------------------------------------------------------------- When can the courts make disqualification orders under the CDDA? The court can do this for example, for:
More than 9,600 disqualification orders have been made because of unfit conduct in failed insolvent companies since 1986, for periods up to the statutory maximum of 15 years. -------------------------------------------------------------------------------- How do disqualification proceedings begin? If there is any unfit conduct, then the liquidator, administrative
receiver, administrator or Official Receiver has a duty to send
the Secretary of State for Trade and Industry a report on the conduct
of all directors who were in office in the last 3 years of the company's
trading. -------------------------------------------------------------------------------- What type of conduct is reported to the Secretary of State? Examples of the most commonly reported conduct are:
-------------------------------------------------------------------------------- Who brings the proceedings in relation to a failed company? The proceedings are brought by the Secretary of State for Trade and Industry or, usually in compulsory winding-up cases, by the Official Receiver at the direction of the Secretary of State. The matter is heard, and decided by the court, unless the Secretary of State accepts a disqualification undertaking from a director. -------------------------------------------------------------------------------- What is the likely period of disqualification? The minimum period of disqualification is 2 years and the maximum
15 years. -------------------------------------------------------------------------------- What is the effect of a disqualification order or disqualification undertaking? Unless he or she has court permission, the person is disqualified for the period stated in the order or undertaking from:
He or she is also absolutely disqualified during the disqualification period from acting as an insolvency practitioner. -------------------------------------------------------------------------------- Further Information For more information on the effect of a disqualification order or undertaking, see our publications page, where you will find 'A guide for directors', 'CDDA & Failed Companies' & 'CDDA and Disqualified Directors'
Bradley James Group
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