Information for old customers

[eazrael]

From https://www.gov.uk/strike-off-your-company-from-companies-register

 You can close down your limited company by getting it ‘struck off’ the Companies Register, but only if it:
is solvent
has paid all of its debts
hasn’t traded or sold off any stock in the last 3 months
hasn’t changed names in the last 3 months
isn’t threatened with liquidation
has no agreements with creditors, eg a Company Voluntary Arrangement (CVA)

I don't think OpenPandora Ltd meets these requirements.

 

[eazrael]

http://www.companieshouse.gov.uk/about/gbhtml/gp4.shtml

10. Can anyone object to dissolution?

Any interested party can object to the registrar.

11. How and why can they object?

Objections or complaints must be in writing and sent to the registrar with any supporting evidence, such as copies of invoices that may prove the company is trading. Reasons could include:
if the company has broken any of the conditions of its application for example, it has traded, changed its name or become subject to insolvency proceedings during the three-month period before the application, or afterwards
if the directors have not informed interested parties
if any of the declarations on the form are false
if some form of action is being taken, or is pending, to recover any money owed (such as a winding-up petition or action in a small claims court)
if other legal action is being taken against the company
if the directors have wrongfully traded or committed a tax fraud or some other offence

Sorry for the three posts, i am too stupid for the editor..

I am just guessing. They are trying to strike of the company because it may be riskless to them. The latest report filed (2012) says ~100k GBP liabilities. Calculate how much >500 outstanding Pandoras are (~150k€) and it's very unlikely that any of the 500 (Pre-)orderers would take legal action. A bank with a 100k credit would certainly do. 

So i think i will send an objection to the registry. I have this weekend to think about it.

 

[WizardStan]

I don't think OpenPandora Ltd meets these requirements.

If we assume that the only creditors he has are the outstanding pre-orders, that's what the forms Craig is sending are for. Their basically legal forms saying the customer agrees to drop what is owed. When everyone has done that he won't have any more debts, the company is solvent, and should therefore qualify to be struck.Or will be in a few months, since he's been selling off everything he can get his hands on.

All it would take is for someone to request liquidation for his plan to come crashing to the ground.

 

[vcoleiro1]

^ not quite , the forms he sent are the application forms to terminate the company. If you read them , it clearly says that he must send a copy to each creditor within 7 days of the application to notify them. They are not requesting a sign off to drop what is owed as such.


As a creditor, It is your right to object to the termination if you believe there are grounds to do so.

 

[eazrael]

Okay. So there is a 3 month period where people can object or make claims at them. 

I gave them one month to fulfill or cancel. so in around 4 weeks i can use the payment order, which will certainly go via the small claims track. 

 

[WizardStan]

They are not requesting a sign off to drop what is owed as such

Except that's exactly what it is: they're informing their creditors that they will not get paid and they need to sign off that that is "ok" or counter. It isn't using those exact words, but that is what it amounts to.

 

[MrConfusion]

I don't think OpenPandora Ltd meets these requirements.

If we assume that the only creditors he has are the outstanding pre-orders, that's what the forms Craig is sending are for. Their basically legal forms saying the customer agrees to drop what is owed. When everyone has done that he won't have any more debts, the company is solvent, and should therefore qualify to be struck.
Or will be in a few months, since he's been selling off everything he can get his hands on.


All it would take is for someone to request liquidation for his plan to come crashing to the ground.

Curious, that is not the way I have thought it works...

Striking off should be for companies that are "practically dead already". And they need to have been "practically dead" (i.e. no transactions of any kind except maybe to enable/manage the striking off?) for quite a while at the time of submitting the application.

Meaning: you're supposed to sit on the dead company for a while and then apply, not apply and then sit on the dead company waiting for you application to come through...

 

[Lurch]

So, the forms were signed on the 8th November, and in the "What to do next" section it says all notifiable parties must be contacted within 7 days, and yet the email wasn't sent until the 16th November, which is in fact 8 days later?!

 

[MrConfusion]

So, the forms were signed on the 8th November, and in the "What to do next" section it says all notifiable parties must be contacted within 7 days, and yet the email wasn't sent until the 16th November, which is in fact 8 days later?!

*laughs*... so that too... *tsk*tsk*...

 

[vcoleiro1]

They are not requesting a sign off to drop what is owed as such

Except that's exactly what it is: they're informing their creditors that they will not get paid and they need to sign off that that is "ok" or counter. It isn't using those exact words, but that is what it amounts to.

It's just a notification of the termination application, nowhere is there a sign off request to drop what is owed. That would be something completely different.

As I said you have the right to object , and that's all . Saying it needs a sign off gives the wrong impression, as this will go through with no such sign offs required. It will only be stopped if a valid objection is made.

 

[WizardStan]

It's just a notification of the termination application

Oh yes, you're quite right. I really misread that, I thought there was a signature box at the bottom.Nevermind, I'm clearly not a lawyer. I was sure you couldn't strike off a company while you had outstanding debts though.

 

[MrConfusion]

Okay. So there is a 3 month period where people can object or make claims at them. 

I gave them one month to fulfill or cancel. so in around 4 weeks i can use the payment order, which will certainly go via the small claims track. 

Even a single claim can now make both signees' (yes, Jacquelyn's too, I'm afraid ) lives that extra little bit more difficult now.

http://www.companieshouse.gov.uk/about/pdf/gp4.pdf

Two quotes with some bullets removed. Not being a lawyer I might understand this all wrong, but the language sure sounds plain enough to me and I'm not a native english speaker...

----

It is an offence:

•to apply when the company is ineligible for striking-off (see question 2)

•to provide false or misleading information in, or in support of, an application

•not to copy the application to all relevant parties within seven days

•not to withdraw application if the company becomes ineligible

-----

In answer to "question 2":

-----

For example, the company may not make an application for voluntary strike off if, at any time in the last 3 months, it has:
•traded or otherwise carried on business

•made a disposal for value of property or rights that, immediately before ceasing to trade or otherwise carry on business, it held for the purpose of disposal for gain in the normal course of trading or otherwise carrying on business.


-----



Of course, it still could be they have covered their backs well enough by juggling stuff between companies and individuals properly, but... really... sounds like a really risky exit to me, I don't get this at all... It will be interesting to see this unfold.

 

[Lurch]

Given that OP Ltd has been selling spare parts etc. doesn't that invalidate the "no trading for 3 months" part?

 

[WizardStan]

made a disposal for value of property or rights that, immediately before ceasing to trade or otherwise carry on business, it held for the purpose of disposal for gain in the normal course of trading or otherwise carrying on business

Uh... what has Craig dragged Jacqueline into? That seems pretty cut and dry, considering he is selling Pandora parts RIGHT NOW, 8 days after filing.

 

[vcoleiro1]

Given that OP Ltd has been selling spare parts etc. doesn't that invalidate the "no trading for 3 months" part?

I was thinking the exact same thing after reading that. But get this, Gbax is a separate company of his. He is selling Pandoras and parts that look to belong to OP Ltd under his Gbax company. Hmmmmmm.

It would appear that OP Ltd has no assets because he transferred/sold all of them ie batteries , cases, working/non working Pandoras etc to Gbax.

 

[WizardStan]

Wouldn't that be, like, hmmm... I want to say "fraud" but I know that's the wrong word. It's a legal quagmire either way. I don't envy either of them and I honestly hope it goes smoothly now. I may profess to wanting to see Craig drawn and quartered (metaphorically speaking, of course) but really I'd love the entire situation to just be resolved.

In the perfect world Craig would pay a hefty penance for his mistakes and would learn a valuable lesson, but in this world if he's punished I get the feeling he'd just take that as a sign that the world is out to get him and he wouldn't learn a thing.

 

[ekianjo]

In the perfect world Craig would pay a hefty penance for his mistakes and would learn a valuable lesson, but in this world if he's punished I get the feeling he'd just take that as a sign that the world is out to get him and he wouldn't learn a thing.

More like, in this world Craig is likely to not even being punished. 

What makes me sick above all, even more than Craig, is people finding him excuses EVEN now. 

 

[MrConfusion]

Given that OP Ltd has been selling spare parts etc. doesn't that invalidate the "no trading for 3 months" part?

Following law to the letter and like said by others above: Not neccessarily if Craig has managed to obfuscate his actions by using separate companies and kept his records clear.

But as he and/or Jacquelyn probably have a stake in such companies, that juggling, when revealed, would then just make things worse? As does business done in their own name. You would have to have a "solid steel" kind of trace-of-receipts of everything coming in and getting out of the company that is being striked off. Tricky to make, but I guess not impossible.

I guess Craig still places his trust in no-one intervening and everyone just "swallowing" the situation?

I cannot but shake my head in awe here. I mean, to my understanding Craig could have cleaned this up by writing a nice and tidy report about when, why and how "this **** just happened I couldn't help it". I know people who have failed in business (though not in UK, which is a cruzial difference). They've done just that and have lived on as happily as is feasible (to a regular, honest person it does leave some mental scars, feeling of failure and feeling of having let people down, but financially they are OK or even well of again...).

I would assume something similar is doable in UK too. Or in any other EU country, basically.

Or maybe this is exactly that proceeding and I'm just misunderstanding this thing.

I don't know, I'm not a lawyer and also I bought myself out of the mess already by getting a Pandora from ED, so now my interest it purely academic. Had I not done that I might have started studying the relevant UK law in detail by now, this just sounds so odd that it tempts me even now :wacko: .

Instead of filing for voluntary dissolution with proper reporting of the situation, Craig does this mess, which to me looks like he's trying to push a great big water balloon to the mailbox of the legal people who grant strike offs that says "sign this, but carefully so it does not burst"... I do not get the man. I do not get him at all. I mean, the more I read this PDF for example, this whole proceeding would typically be used for something like "the barbershop dear old auntie Em had before passing off"...

Following this is so going to be worth some popcorn for sure, if anyone makes a claim...

 

[EvilDragon]

Given that OP Ltd has been selling spare parts etc. doesn't that invalidate the "no trading for 3 months" part?

I was thinking the exact same thing after reading that. But get this, Gbax is a separate company of his. He is selling Pandoras and parts that look to belong to OP Ltd under his Gbax company. Hmmmmmm.
It would appear that OP Ltd has no assets because he transferred/sold all of them ie batteries , cases, working/non working Pandoras etc to Gbax.

I don't think there's another company for GBAX.com, and while it should be clear looking at invoices people got from buying stuff there, I doubt Craig has anything on there, since he doesn't even have any legal info on his website (which is probably illegal as well...).

However, the LCD Cables and Cases he used for the refurbished units have been sent to OpenPandora Ltd. and the invoice also has been sent to OpenPandora Ltd.

He hasn't paid it, but that shouldn't be a concern here, as a company clearly cannot declare itself as doing nothing simply by not paying invoices.

So yes, the company surely traded within the last few months.

Additionally, the PCBs had the ownership of OpenPandora Ltd., so he must've sold them to whoever other company built and sold the units, otherwise it's probably fraud as well.

 

[notaz]

In the perfect world Craig would pay a hefty penance for his mistakes and would learn a valuable lesson, but in this world if he's punished I get the feeling he'd just take that as a sign that the world is out to get him and he wouldn't learn a thing.

It would at least serve him as a bitter reminder not to even think about starting another disaster like iCP2.

I've heard that at one point during iCP2 kickstarter Link was considering pulling the plug on it, I don't remember the exact reason, I think it was because delivery dates were a clear lie. If the plug was actually pulled, a lot of money waste, disappointment and other badness could have been avoided. So in this case not allowing him to get away easily may actually do good too. OTOH his reputation is ruined enough already.