It's great to be this busy and I hope it's a sign that things are on the up. It may just be coincidence that it's happening at the same time as the ONS announces officially that we haven't just had a double-dip recession. Sadly it also means that all of those dodgy Greek-economy jokes about tzatziki and hummus will have to be put on the back burner until the next recession.
So what are my pearls of wisdom this month (if indeed there are any at all)? I suppose, as the title suggests, I'd like to implore companies to keep their basic statutory records (the boring stuff) up to date, because the consequences of not doing so can be very expensive. Let me give you an example: I recently advised the three shareholders of a company that was being sold. On the face of it it should have been a reasonably straightforward transaction: the buyer's lawyer issued a due diligence questionnaire (DDQ) and a sensible, balanced share purchase agreement. We worked our way through the DDQ, answering all of the usual questions about employees, insurance, IP, property, litigation and tax. In short, everything in the garden was rosy. However, as the deal progressed my clients started to avoid the question of the whereabouts of their company's statutory books and that soon became the one unanswered question on the DDQ. I smelt a rat, and rightly so: there were no statutory books and they'd been lost. And then they suddenly turned up in the back of a dusty cupboard.
However, they'd never been written up in ten years and there was no sign of the share transfer form by which the initial share had been transferred from the company formation agent who incorporated the company (in 2003) to one of the shareholders who was now purporting to sell her shares. There was also nothing to show how the other two shareholders had received any shares at all. The register at Companies House was a bit ambiguous too (although it's significantly less important than the statutory books themselves when it comes to determining who owns what). In short, we couldn't actually demonstrate that my clients owned the company that they were planning to sell. (I have to admit at this point that having just read my blog so far, it is actually boring, but that's my point). So to cut a long (and boring) story short, we had to go to all kinds of trouble to write up ten years' worth of entries and also sweet-talk the company formation agent into signing a new stock transfer form replacing the one that he'd signed in 2003. That kind of remedial work is expensive, fiddly and, most of all, unnecessary.
If someone had done the boring stuff in 2003 (and spent no more than 20 minutes doing so) it would have saved a lot of hassle in 2013.