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Jenny Mackenzie
Jenny Mackenzie,
Category: UK Law
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Experience:  Over 10 years experience in general legal matters
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I want to resign from a limited company which is virtually

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I want to resign from a limited company which is virtually dormant, it never traded. I am the sole director. There is another company which has accused my company of passing off several months ago, we agreed a consent order then that we will not trade with a particular product any more. That was the end of it- we never produced or traded with the product full stp. But, someone else, unknown to me produced a similar product with the same name, and my opponents thought it was me. I explained that I have nothing to do with it , which is absolutely true, and tried to dissolve the company because I did not want the hassle any more. They objected to this fro whatever stupid reason, so I am thinking I should just resign and ignore them. The company has never traded a penny, as they stopped us before we started, has no assets or liabilities. Would I break any laws if I did this , and what are the consequences. Thank you , Zak Bulic
Who else is involved in the company?
Customer: replied 3 years ago.

Nobody .



So you in effect want to close it down?
Customer: replied 3 years ago.



If it has never traded it will have no debts so the procedure is relatively straightforward.

No need to pay money to professionals or lawyers, just DiY.

I can do no better than let you have this link which tells you all that you need to know.


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Customer: replied 3 years ago.

Hi , maybe I didn't make my self clear enough. I know the process for dissolving the company, and I submitted the striking off application which was accepted by Companies house. But my old opponents objected to this , supposedly until THEY are satisfied that I actually have nothing to do with this new product and I haven't in fact breached my previous consent order. I know that I have done nothing wrong ( nothing at all in fact ) , and that they are wasting my time , so I just want to walk away . The question was, in the event of me resigning, and the company is left with no director , are there any possible consequences for me personally in any way , bearing in mind that there is some sort of dispute , or alleged dispute. The company registered office is also only a virtual office ?

I signed a consent order months ago essentially agreeing that I will not trade with a particular product and brand, I have honoured that( in fact I haven't traded with anything ) . Just because they think I know something , or I may be involved, they think I am obliged to help them , and I have no desire to help them at all, I have better things to do . I cant really understand why they are objecting to the striking off as well, because ultimately that kills the competition that they were so concerned about off completely . I cant also see why they think this can force me to cooperate ?

I will opt out for another expert in case they have an idea how to deal with this.

Hello and welcome to Just Answer, in effect is your question can you be personally liable?
Customer: replied 3 years ago.

Yes . If I just resign and walk away knowing that effectively there is a problem ( even though its not caused by me ) , would I have broken any laws in terms of directors responsibility etc .


What my opponents are saying is that they would enforce the consent order unless I can tell them who the culprit is - and I don't know. What this means in practise is that they would pursue my company for their legal costs , and demand that I destroy the product etc, which I don't have anyway . As I know that I have done nothing wrong , which I have told them clearly , and I don't know who has produced a product with the same name as the one that we had a court order over ( in Holland even) , can I just resign and walk away . They objected to the company being struck off, but in reality this means nothing to me. If I resign, can they do anything to me , as the consent order was signed by me on behalf of the limited company ( the dispute and all documentation was clearly with the company and me as director, nothing personal ) . I have attached consent order if it helps.


Thank you

Attachment: 2013-03-28_174017_copy_of_sealed_consent_order.pdf

There are certain circumstances where a director could become personally liable for company debts, these are in situations such as wrongful trading or insolvency.

As the sole director of the company if you complete form TM01 to resign as a director the company will have to be struck off as, under Uk Law it is not possible for a company to have no director.

The other party may object to the company being struck off to Companies House.

It is the Company that has signed the Consent Order not you personally as a director. Unless you have given a personal guarantee if there is no money in the company then there is little point in them taking action against it.

I would be grateful if you would give my answer a positive rating. I will be happy to answer your follow on questions.

Jenny Mackenzie,
Category: UK Law
Satisfied Customers: 6264
Experience: Over 10 years experience in general legal matters
Jenny Mackenzie and other UK Law Specialists are ready to help you
Customer: replied 3 years ago.

Thank you.

In case I need to speak to you further , can I have your contact details, and a summary of your expertise.

Hello I am only allowed to advise on here due to the rules of Just Answer.. Please feel free to request me by name.