And, after a dramatic pause for the info to percolate through, & circulate amongst, BTFC fans ahead of the Wingate & Finchley Fixture, it's back!
The Hot Spot Food Company, continued and completed - thank the Lord!
OK, so if you’ve sat through and read the last three posts, firstly - well done. Secondly, you’re probably wondering what the point is of all the waffling and technical points.
Yes, I know, I’m a waffler. But, fuck you and the horse you rode in on.
I did write, right at the beginning, that I could take a simple case and extend it over thousands of words.
Well, The Hot Food Spicy Wings Saga is [in a nutshell] thoroughly indicative of Mr Tamplin’s
modi operandi when it comes to running his companies. Each of those
modi are detailed at the end of each of the posts. All of the take-away points can be transposed to each and every one of the companies he’s set up.
Except, of course, those which were directly Sydney-Harboured.
Wait, what? You don’t know what Sydney Harbouring is?
Bottom of the harbour tax avoidance - Wikipedia
Yes, I know - it’s Wikipedia, but I can’t be arsed to type out a full explanation.
The most common form of Sydney Harbouring in the UK is for a company to trade for a certain period and then not file its Accounts or Annual Return so that Companies House automatically issues a Section 1000 Notice, before the firm is then Administratively Dissolved.
Administrative Dissolution is a different form of ending to the life of a company, compared to a Dissolution which ensues from Insolvency.
A company, which in Law is called a ‘Legal Person’ as opposed to a ‘Natural Person’ such as you or I, is a ‘Legal Fiction’ that is given its soul or life by virtue of a piece of paper - its
Certificate of Incorporation.
If I can explain by way of analogy, Administrative Dissolution is akin to the plug being pulled from the life support machine because you forgot to pay your Medical Insurance [in the USA & CH] or in the UK, it is akin to the NHS pulling the plug from the machine because you forgot to post of your voter registration to appear on the Electoral Register.
This is much different to Dissolution following an Insolvency Event, which is akin to organ failure in the patient, or a Voluntary Striking Off - in ‘Legal Persons’ this is analogous to the suicide of a ‘Natural Person’.
On the other hand, Administrative Dissolution can be a useful way [cheap & simple - you don’t have to lift a finger or even pay an Accountant - as a matter of fact, it may even be the result of not paying an Accountant] of avoiding, by way of example, accrued Tax Obligations. This is because there are simply too many Incorporations each year to track them all individually and Tax Authorities are reliant on being informed of a situation arising. This gap in the Law, between Collection and Administration, is when so-called 'Sydney Harbouring' can occur.
Why not have a look at Post
#1700 and see how many of Mr Tamplin’s many, many failed businesses have been Administratively Dissolved following an s1000 Notice? Not that I’m saying that this is what’s happened each and every time, of course - in fairness, sometimes a company just isn’t used, or isn’t needed any more.
Sometimes.
Anyway, back to the Hot & Spicy.
The Rent Deposit Deed & surrounding situation, in re Trading
In between the Rent Deposit Deed of
c2c Rail Ltd, with the concomitant entry of a Charge against the Company on 07/11/2009, and its Annual Return on 22/05/2010, the Company Filed its 1st set of Accounts. These are also the only set of Accounts which the Company actually Filed at all.
On 21/01/2010 it Filed a set of Accounts, made up until 31/05/2009, which showed that it was Dormant and had not Traded in the Course of Business. This may well be true, of course, but it was certainly Trading from November 2009 onwards - we have already looked at the Rent Deposit Deed which shows it was Trading from at least that date onwards. Therefore, it may be reasonably said that the very latest date by which it had begun Trading was November 2009. On the papers, there may be a period between May & November of 2009 in which it MAY have been trading.
In May 2011, because the Company had not Filed any Accounts and its Annual Return was overdue, the Company was issued with a Notice that it would be Compulsorily Struck Off the Register of Companies, pursuant to s1000. Effectively CoHo was saying that unless it was "
shown signs of life", then the patient would be euthanised [incidentally the italicised part of the foregoing is how CoHo describes it, rather than my own words].
This prompted movement from the two Shareholders, Messrs Butcher & Tamplin, each of whom held 50%.
On 18/07/2011, the Registered Office was changed once again - moving the Company from Mr Tamplin’s Steel Empire in Howard Hill to an address which appears to be Mr Butcher’s private dwelling. Although the Presenter is given as Mr Butcher, it is apparently the signature of Mr Tamplin which is on the AD01 Filing itself.
Original Document :
View PDF Registered office address changed from 3 Spilsby Road Harold Hill Romford Essex RM3 8SB United Kingdom on 18 July 2011 - link opens in a new window - 2 pages
Other examples of Mr Tamplin’s signatures from various CoHo Filings :
cf Post
#1685 for the pictures of Mr Tamplin's
former dwellings, which he occupied during the course of the foregoing signatures - those
former dwellings are the ones named in the Filings,
supra.
NB that the above signatures of Mr Tamplin
are not Redacted in the original Filings,
nor is there a lawful obligation for either myself or the hosts of this fine website to redact them from this particular published instance
given that the subject matter is the signatures themselves - i.e. the veracity, or otherwise, of a signature which appears within a Filing [the AD01 Filing of 18/07/2011] that purports to have been undertaken by Mr Butcher.
The originals are found here :
COMPLETE STEEL SERVICES LIMITED - Filing history (free information from Companies House)
Having studied the evolution of Mr Tamplin’s signature over the course of two decades, it has become more and more flattened out and less representative of his surname during that period.
More of the 'Glenn', less of the 'Tamplin', as time has passed - ironically, given the penchant for self-promotion during the most recent times.
A few days later, on 21/07/2011, Mr Tamplin’s Directorship was Terminated by an electronic TM01 Form. The Filing was backdated to 27/03/2011,
almost four months before the TM01 was received by CoHo. This was therefore either late or backdated and the two are not mutually exclusive.
Once again, and for the record, this is what UKPGA 2006 ch46 s167 clearly states must be done in respect of any and all Changes of Office :
Companies Act 2006
When Companies House received the Annual Return on 05/08/2011, the Compulsory Striking Off Action was Discontinued. The two Shareholdings of 50% each, held by Messrs Tamplin & Butcher, are as shown :
On 07/09/2011 the Company Filed its Accounts, which were made up to 31 May 2010. These showed a loss of £388,640 compared to the previous Account Filing, which stated that the Company had been Dormant, per Clause a.:
con ferre :
Companies Act 2006
From the papers before me, it appears that the substantial losses were accrued in a six month period [Nov. 2009-May 2010]. I find that hard to believe and would aver that in my Professional Opinion, the Company must have been trading during the period in which it Filed Dormant Accounts.
In any case, on the papers and taking them at face value,
The Hot Spot Food Company Ltd either :
a) traded for a six month period and lost over £60k per month,
or
b) traded over the period of a year and lost over £20k per month.
On the evidence before me, which is limited to that which is contained within those papers as Filed, my preference is for the former rather than the latter.
One other point of note, which is also contained within the only live Accounts which were Filed, is that Mr Tamplin loaned the Company £318,314.