Trading Overseas? – We Can Help With Companies House Documents… From Louise, at AtkinsonNotary

Trading Overseas? – We Can Help With Companies House Documents…
From Louise, at AtkinsonNotary

Please note one of the very many services we offer is obtaining your company documents directly from Companies House and notarising them as genuine to send to a foreign jurisdiction.

Usually this is required to confirm that the company in question is of good standing and is, as at the date of notarisation, in existence. Depending on the country, once notarised the certificate may then be required to be sent for further legalisation i.e Apostille and/or foreign embassy stamps.

Please see my link here for earlier blogs explaining the legalisation process.

The usual process for us to proceed would be for you – our client – to confirm the full name of your company and if possible the company number – we can apply directly at Companies House and request that the certificate be either emailed or posted directly to us. The usual certificates we get asked to “notarise” are:

1. Certificate of Incorporation/Certificates of Incorporation on Change of Name
2. Certificates of Good Standing. These are full certificates signed by an Officer of Companies House. If WE order them, they will be posted directly to us and we can then certify them GENUINE.
3. Memorandum of Articles of Association
4. Annual Return
5. Preparing a Notarial Certificate confirming the Laws of England in relation to signing a Deed by a company according to Section 44 of the Companies Act.
6. Preparing a Notarial Certificate confirming the current Registered Directors and/or Company Secretary

Some companies during their life of trading incorporate company name changes and we can obtain as many Certificates of Incorporation of Change of Name as required to show the trail from past names to the present name.

So if you have a company which is expanding to trade internationally and need notarised company documents to submit to your intended foreign jurisdiction then we can help. If you receive instructions from overseas and are uncertain whether you fully understand what is required – we can help. Any company related documents that need notarising and/or legalising – we can help.

We have many years of experience in deciphering the requirements of foreign jurisdictions so do please get in touch if we can assist.

Just a reminder that our Notary Mr Christopher Atkinson has retired as a Solicitor and therefore does not have the usual problem of juggling busy solicitor’s a diary and also a Notarial practice to contend with. This means we can usually act without delay if matters are required to be dealt with urgently.

Remember, if you require our services or if you have any queries on any of the services that we offer then please so not hesitate to email us louise@atkinsonnotary.com and notary@atkinsonnotary.com.

Or alternatively please telephone on 0113 8160116 or 07715608747. Please also feel free to visit our website http://www.atkinsonnotary.com

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Jail Sentences for Company Directors? Put on Your Hard Hat and Read On.

Jail Sentences for Company Directors? Put on Your Hard Hat and Read On.

In recent times Companies could be forgiven for thinking that the so-called ”compensation culture” in Britain is getting vindictive, and that they are being singled out to carry the can and provide compensation for injuries which are absolutely none of their doing.

I have blogged about Wm Morrison Supermarkets plc being held responsible to compensate for injuries suffered by an innocent customer who was brutally attacked by their petrol station cashier in a completely unprovoked attack. – Link Here –

And a second blog, – Link Here – when coincidentally Wm Morrison Supermarkets plc were yet again held liable to provide compensation for perhaps millions of customers and suppliers and contacts whose private data was published on the internet by an employee in its IT department

That person had nursed a grievance which appears to have become an obsession and deliberately released the private information specifically to hurt the Company.

The thinking seems to be that if a link however tenuous between the criminal and the company can be established, then the company must pay – is in legal speak “vicariously liable”.

In the first case, if the petrol station attendant have finished his shift and then attacked someone on the bus home, there would have been no such link. The link was because he was at work (BUT! – his work and training did not include bashing the customers – never mind).

In the second case, it is not so clear. What if that criminal had nursed his grievance, had stolen the files and loaded them onto his private computer and then released them later, perhaps a year or five after leaving work with Morrison. Probably no different outcome there since the causal link was, according to the court, the failure of the business to ensure that the data theft could not have occurred. (How exactly, one wonders? Perhaps by having computers which could only be operated by two people together, like having two people flying a plane. Is that how IT Departments must work now?)

The thinking behind it is clearly that the Court and behind it the Government thinks, that by and large people should receive compensation for being hurt, physically or financially and so someone or something has to pay.

But in those cases, the losses will be borne by the Company. Which means, by the shareholders, the private investors who own the shares. Many might be owned by pension funds, so the value of pensions is reduced, but the losses are spread between many and no single person or fund has to pay the full amount.

That is all by way of preamble and scene-setting. It relates to “Civil Law”.

But if a company turns out knowingly and deliberately to have employed criminals, of course, there can be “Criminal Law” consequences.

I think that no fair-minded person would think that any particular Director of Wm Morrison Supermarkets plc should be charged by the police with any crime in respect of the petrol station attack or in respect of the actions of the man from the IT Dept. who seems to have suffered a breakdown.

But there is no real reason to think that our Government or any previous one is “fair-minded”. And fairness is a moveable feast.

All of us in this country are invested in the financial success of UK. If UK is seen in the world to be a trustworthy place of business, with courts of justice which are unbiased and predictable in the application of justice and resolution of disputes, then the world will trade here. And there is a correlation between worldwide perception of trustworthiness and financial health.

Will you base your investment strategy upon putting your money predominantly into Venezuela and Nigeria or the Central African Republic? They are all way down the bottom of the list of Corruption Perception globally – Link here –

Any coincidence? –  They are some of the poorest countries of the world -Link here –

If you compare the two charts you will not be surprised to see that [arguably, oil wealth excepted] there is a link between a Country being considered to be a place where trade and commerce is honestly conducted being also a wealthy country. And a dishonest one, is poor.

So it would seem that if we are all invested in UK being a wealthy place, we need UK to be perceived to be an honest place. No corruption, no bribery.

So, the Government seems to be thinking, how can we reduce corruption in England in our commercial dealings? Clearly most commercial dealings are undertaken by Limited or Public Limited Companies and they all have directors steering the ship.

The trouble has been, Directors get their rewards from boosting the bottom line of the company that employs them. They don’t earn another penny, quite the opposite, for putting a stop to bribery that might win a contract.

And also, at present it is a difficult job to prosecute a director in the Criminal courts. All he has to say really is “I didn’t know this was happening, I certainly did not order it” and he won’t have to go to jail.

And the law tells Directors what to do and how to behave. So if your Company is doing business with somewhere low on the CPI list, you are dealing with a place where you might be asked for bribes for contracts. Or you might see that the price of goods there can only be achieved by child labour or even slavery.

At present, a Company Director might be tempted to say to his representatives in the foreign Country – just get the contract. Don’t tell me too much about it; I don’t want to know. Thinking, close my eyes to any illegalities, then if I don’t know about them I can’t get into trouble.

That has for years been the deciding principle in relation to the criminal status of company’s actions. Did the Company [its Directors] actually want the bad stuff to happen? It is not enough for the Criminal court to find that in order to achieve good stuff the Directors had closed their eyes to bad stuff.

News for you Mr Company Director. It is reported here— Link Here – in a blog from the multinational lawyers WilmerHale.

In summary, it won’t be long before individual directors are charged not with “intentionally committing crime” but with “failing to prevent crime”.  And of course, if crime happened, that there must have been a failure to prevent it nesspa?

The new burden of proof is already in force in relation to Bribery as I blogged in 2015 – Link Here –

The rising tide in the law is a drive to change where ultimate responsibility lies when crimes are committed in the name of a UK Company.

Needs a bit more thought in my view. When a subsidiary is revealed to have systematically paid bribes for contracts to benefit a UK holding company, demonstrably crime has not been prevented.

If the UK Company has 20 directors, clearly not one of them has prevented the crime that has not been prevented. So do they all go to jail, leaving no captain at work to drive the Company and save it from bankruptcy? Or is one Director more guilty than the others and if so why?

Lots of scope [money?] for lawyers to argue the ins and outs of that. Lots of scope for sleepless nights for Directors.

The lesson that I would suggest that all Company Directors should urgently take on board, is that it may not be long before the first Directors are sentenced to a jail term, for failing to [… take adequate steps …]  to prevent crimes being committed by others, perhaps by others many thousands of miles away, in the name of the Company.

In future a prosecutor may only have to prove that something illegal was happening and that the systems for which a Director is responsible were inadequate to prevent the illegality, and the judge can send the Director to jail. Say it again – Send You To Jail. I know.

So, new laws, and in consequence there will be directors in jail.

Is that a good thing? Will it change behaviours and help to push UK up the perceived Corruption list to help it catch Denmark as the country most widely considered trustworthy.

Let’s hope so

Sweet Honesty – A Song. –Link Here –

Remember, if you require our services or if you have any queries on any of the services that we offer then please so not hesitate to email us louise@atkinsonnotary.com and notary@atkinsonnotary.com.

Or alternatively please telephone on 0113 8160116 or 07715608747.  Please also feel free to visit our website www.atkinsonnotary.com

Theft of Houses and Land in England. Who Should Compensate the Innocent Buyer?

Theft of Houses and Land in England. Who Should Compensate the Innocent Buyer?

The ongoing story is about to reach its next chapter.

My earlier blogs are here if you want to read them again –
Links –
https://atkinsonnotarypublic.wordpress.com/2016/10/17/house-buyers-blues-this-horse-wont-stand-still/
https://atkinsonnotarypublic.wordpress.com/2017/02/13/house-theft-oops-they-did-it-again-as-you-were-on-conveyancing-fraud/
https://atkinsonnotarypublic.wordpress.com/2016/05/24/your-client-probably-a-crook/

but to summarise, there is a continuing problem in England with land being “stolen”.

Ok you can’t actually steal a house. But since the abolition of the requirement for land deeds in England over 15 years ago, you can much more easily steal the value of a house.

Typically, your horrible criminal – hereinafter called HC – goes looking for a nice house that looks as if it is unoccupied long term. Or, he finds out who is in hospital long term and goes looking to see if their house is empty.

Next step (I hope you are not writing this down, it’s not intended to be a manual) is to pay £3.00 to the Land Registry online and have a look at the “Title”. Find out the name of the owner. OK, that’s who you will pretend to be. Have a look to see whether there is a mortgage – you want a house with no mortgage to repay, with no Bank to be involved.

OK, you’ve found yourself a nice house, owner absent, mortgage free. At this stage you might want to tell a locksmith you’ve locked yourself out, and get the locks changed. Now find a Solicitor who is a bit busy. Perhaps an “on-line” conveyancer who will be willing to deal with you without a meeting.

Get an estate agent to sell it for you – you can say you are moving to Dubai or anywhere and in a hurry, so you don’t mind if it gets a lowish price as long as it’s soon.

The next bit is rather too technical for me – you need to have a bank account or better still a chain of accounts, somewhere that the buyers’ money can be put into. And on the day of completion, that money goes in and you very quickly whisk it out and if you know what you are doing, you launder it through twenty more accounts and in and out of Macau and Nigeria and Venezuela and bye byes.

There is a suggestion that these sorts of fraud might be being set up by sophisticated crime rings internationally who actually recruit the HC. So if true, HC gets a smaller part of the stolen money paid to him later. And if HC should be caught by the police, he is the small fry who has taken the risks and he probably doesn’t even know where the big money has gone.

So that is what is going on. The question remaining, is what to be done about it?

A million pounds (say, a nice round number) has gone missing. Everyone except HC thought it was going to pay for a house. But since the actual owner is still in hospital or on the moon or somewhere, their house is actually nothing to do with it.

[Please keep up at the back – no-one has bought or sold a house here!]

The parties to the aftermath are –
1. HC, who has gone with the money
2. The innocent conveyancers instructed by HC (ICS)
3. The innocent Buyers (IB) who have paid, maybe borrowed a million from a bank and given it to their own innocent conveyancer
4. The innocent conveyancers instructed by IB. (ICB)

Obviously if the IB had dealt with their own conveyancing, they would say it should be ICS to reimburse them. ICS would say, Why should we – You are not our client?

Since IB had lawyers ICB acting for them, they think ICB should have protected them better. They actually don’t really care, they just want their stolen money back.

And as my blogs have shown, three recent cases on just this scenario have now been decided three different ways. In the case of Purrunsing, ICS and ICB had to pay half each, on the basis that each or either could have identified the fraud with a little more carefulness. (Could they really though?)

In P&P Properties, the judge was more robust. There he said, the thief HC targeted an innocent Buyer and he has stolen the innocent buyer’s money. End of. Wipe your eyes, that’s life

But then, in the case of Dreamvar, link here, the present position which is presumably therefore the law today, a judge came up with a third cunning plan. In this case, it was decided that it should be the innocent buyer’s solicitors who should pay back to their client everything that had been stolen.

And that decision was purported to be based upon a somewhat ingenious [far-fetched? Grasping at straws?] interpretation of the law of Trusts – that the purchase money was paid to the ICB “on trust” so that if it was paid to a crook [i.e., even though it was the crook that IB had instructed it should have been paid to] then there was a breach of that trust.

The more cynical viewer wonders whether the law of trusts really decided that case, or more a feeling that the ICB in that case was the very large international solicitors Mischon de Reya and that “they can afford it”.

Indeed the Court expressly said that any and all claims of negligence against Mischon de Reya were dismissed. They were NOT negligent

In any interpretation, the situation is a shambles and it seems to me that solicitors and conveyancers are currently playing a game of Russian roulette every time that they act in a house sale/purchase.

The latest instalment is that the courts will hear an appeal by Mischon de Reya in February 2018 and I await the judgment and will probably blog again when it is given.

This is an important case and the Law Society Gazette has reported – link here – that the Law Society seeks leave to intervene into it, arguing that public policy dictates that if the P&P decision is not the correct one, then the Solicitors acting unknowing for the fraudulent imposter, not the ones acting for the innocent Buyer, should be the liable parties ordered to pay compensation.

No real legal basis for that view either, in my opinion. Just making the best of a bad job. The bad job being as I see it, entirely caused by doing away with title deeds. Not that my opinion is going be requested by anyone, obviously.

Here’s a song about MONEY

As ever – our message to you is, for documents for use around the world do contact me or Louise Morley here at AtkinsonNotary E7 Joseph’s Well Leeds LS3 1AB, phone 0113 8160116 and email notary@atkinsonnotary.com or via the website http://www.atkinsonnotary.com.