Unlimited company and second defendant query

[Sparkysea]

Morning All

I wish to make a claim against a tradesman/company. The company used to be limited but has been dissolved but the tradesman still refers to working for this (his)company (he uses the company name on his letter heads, emails etc).

I plan to make my claim against the tradesman (in his name) but would like to know if I can name his partner of the company as the second defendant.

The partner was a director when the company was limited and the tradesman informed me remains a partner of the now unlimited company.

Thank you for your thoughts/advice

Sparky

[Blown2CV]

Sparkysea said:

Morning All

I wish to make a claim against a tradesman/company. The company used to be limited but has been dissolved but the tradesman still refers to working for this (his)company (he uses the company name on his letter heads, emails etc).

I plan to make my claim against the tradesman (in his name) but would like to know if I can name his partner of the company as the second defendant.

The partner was a director when the company was limited and the tradesman informed me remains a partner of the now unlimited company.

Thank you for your thoughts/advice

Sparky

is there any such thing as an "unlimited company"? Is he not just a sole trader now, hence no partners?

[PurpleMoonlight]

Yes there is such a thing as a unlimited company.

OP, you can only take action against the business that provided you with the goods or services. If that business was a Ltd which no longer exists there is nothing you can do.

[Sparkysea]

The company was not limited at the time. It dissolved years ago

[PurpleMoonlight]

Sparkysea said:

The company was not limited at the time. It dissolved years ago

Okay, then if the individual claimed to trade as XYZ Ltd but XYZ Ltd does not exist you can sue the individual. And it's unlawful to trade that way so report to trading standards.

[Eric Mc]

Is he using the term "Limited" or "Ltd" in his current invoices, letterheads and advertising. If he is, then he is breaking the law as he is holding his business out to be a limited company of a particular name when the company House records show that the company does not exist.

He CAN, if he wants to, use an element of the old limited company name as part of his current sole trading position.

For example -

A company called XYZ Plumbers Ltd was dissolved a number of years ago. The trader, called Joe Bloggs, who owned and operated through the company continued to run the business as a sole trader after the company was wound up but he operated has sole tradership as "Joe Bloggs trading as XYZ Plumbers".

That is perfectly legitimate.

[dacouch]

How did you pay the business and if by cheque who was it payable to

[Blown2CV]

if there is no company involved then the taking him to court and ensuring you get paid becomes slightly (but not much) easier

[Simpo Two]

Interesting. From Wiki: 'An unlimited company or private unlimited company is a hybrid company (corporation) incorporated with or without a share capital (and similar to its limited company counterpart) but where the legal liability of the members or shareholders is not limited: that is, its members or shareholders have a joint, several and non-limited obligation to meet any insufficiency in the assets of the company to enable settlement of any outstanding financial liability in the event of the company's formal liquidation.'

Can't see any reason to have one!

OP - you need to work out exactly what legal entity you were dealing with. How long ago was the problem?

[Eric Mc]

It is sometimes required by the legal set up surrounding an activity. For instance, a charity may want to operate through a limited company but can only do so if it sets up a company with no shareholders. In this case, a company "limited by guarantee" is what is required.

[Alpinestars]

Also used for tax planning. If it doesn't have share capital, it can't be in a group for the purposes of losses and capital gains. Some planning requires breaking groups, so it was a fudge to achieve this. They also used to be used for US:UK tax planning.

[Simpo Two]

Sparkysea said:

The partner was a director when the company was limited and the tradesman informed me remains a partner of the now unlimited company.

Gottit. By 'unlimited' you mean 'no longer trading'. That's the confusion; unlimited was a red herring.. Terminology is important!

[Alpinestars]

Were you a creditor of the company? If so, you may have an action against the liquidator.

Do you know what liquidation process it went trough, ie, solvent or insolvent?

[s2kjock]

Simpo Two said:

Interesting. From Wiki: 'An unlimited company or private unlimited company is a hybrid company (corporation) incorporated with or without a share capital (and similar to its limited company counterpart) but where the legal liability of the members or shareholders is not limited: that is, its members or shareholders have a joint, several and non-limited obligation to meet any insufficiency in the assets of the company to enable settlement of any outstanding financial liability in the event of the company's formal liquidation.'

Can't see any reason to have one!

I understand that Companies House filing requirements are much reduced for unlimited companies.

http://www.heraldscotland.com/news/13211312.Alex_Salmond_refutes_lack_of_transparency_claim_as_he_launches_company_to_take_publishing_earnings/

A company limited by guarantee is not the same as an unlimited company.

[Sparkysea]

Yes Simpo Two, apologies I meant is no longer trading. Payments were in cash