How can a company trade for 18 years whilst filing dormant accounts?

It’s a genuine question. Let me give you a bit of background.

In my previous article (Ali Moulaye, Algorithms and a Lot of Unlikely Alignments) I wrote about how I had discovered that a large number of SLPs and LLPs appeared to have been named following a very simple algorithm.

I was explaining how this worked to one of my colleagues and selected, at random, two of the words which appeared on our list and entered them into the Companies House database.

The words I happened to select were “invest” and “star”.

Lo and behold, up popped Investstar Limited. When I was writing my article I would have ignored this result as I was focussing on LLPs and SLPs but, for the sake of the demonstration I decided to continue to the listing to find out a bit more about this company.

To be fair, it wasn’t associated with any of the addresses or names I had come to recognise so I was definitely not expecting to find anything of interest. How wrong could I have been!

Investstar Limited was incorporated on 7 April 2004 and dissolved on 14 July 2015. It rapidly became clear that for every year it was in existence it filed dormant accounts (nine sets in total) which pinged my radar.

In their annual return they list their company secretary as Fides Secretaries Limited and their directors as Fides Management Limited and Mr Paul Andy Williams, who is British but a resident of Cyprus. Throughout the life of the company the sole shareholder was Fides Management Ltd. The only other bit of information of note was that the application to strike off gave contact information as Atlas Maritime Services, at the same address (113-115 George Lane, E18 1AB) as the Fides Companies. Atlas Maritime Services Limited, formed on 14 January 1999 have also only ever filed dormant accounts.

I’m sure there are lots of reasons why you would keep a company running dormant for 10 years but, on the whole, I like to trust my radar so thought it was worth digging a bit further.

The next stop was to look at the Fides companies.

It turns out there are three of them.

1.      Fides Management Limited – formed 1 March 2000

2.      Fides Nominees Limited – formed 1 March 2000

3.      Fides Secretaries Limited – formed 1 March 2000

·        Fides Secretaries and Kenneth Hands (a Briton living in Cyprus) were directors for Fides Management Limited.

·        Fides Management and Stavvi Kanaris (a Cypriot living in Cyprus) were directors of Fides Secretaries Limited.

·        Fides Secretaries, Fides Management and Kenneth Hands were the directors for Fides Nominees Limited.

The sole shareholder of Fides Nominees Limited was Fides Management Limited at incorporation and is now 50% Fides Management and 50% Fides Secretaries.

The sole shareholder of Fides Management Limited was Fides Nominees Limited at incorporation and is now Kenneth Hands.

The sole shareholder of Fides Secretaries Limited was Fides Nominees Limited at incorporation and is now Stavvi Kanaris.

None of them have ever filed anything other than dormant accounts for the 18 years they have each been in existence. All have stated they they do not have a PSC

Fides Secretaries Limited has registered a charge (which is showing as still outstanding) for a secured loan received from Piraeus Bank for €600,000. The loan agreement was between Piraeus Bank, Fides Secretaries Limited and Volans Limited. According to the charge notice, Volans Limited was a company registered in Guernsey (St Ann’s Place, St Peter Port) and the security amounted to 1 (ONE) share in Volans Limited (for whom, the only mention I can find in Guernsey is on a list to strike off in 2011). Again the presenter was Atlas Maritime Services Limited (for whom Fides Secretaries was company secretary). It’s worth noting that Atlas Maritime Services Limited is connected to 192 entities in the Offshore Leaks database.

Fides Management Limited has seven charges (all still outstanding) showing on its Companies House page totalling just under €9.5m.

Now, it’s apparent from some of the paperwork that Fides are acting as “nominee” shareholders in at least some of these transactions.

One final piece of information, Fides Management Limited is, or has been, an officer to 173 other UK entities. Fides Secretaries is, or has been, an officer to 786 UK entities.

My questions are these:

1.      Is it possible for a UK limited company to act as officer to many hundreds of other legal entities and still file dormant accounts.

2.      Is it possible (or legal) for two companies to report themselves as the owners of each other (cross ownership)?

3.      Is it possible for a dormant company to broker a deal (or appear on the paperwork) of a legal charge relating to loans totalling millions of Euro?

4.      Is it realistic that Piraeus Bank would lend €600,00 against the security of one share in the party to the loan?

5. How can companies with a sole shareholder declare that they do not have a PSC?

There are probably others which I can’t think of.

I ask these questions in genuine ignorance. For all I know there are reasonable explanations for all this which is why I’m asking any accountants/auditors/solicitors in my network for help.