The High Court has disqualified Anthony Dominic Collins and Patricia O’Connell from acting as company directors or other officers for five years after two companies they directed were struck off the register for failing to file annual returns.
The order followed an application by the Director of Corporate Enforcement under section 160 of the Companies Act 1990. The court found that Collins and O’Connell were directors of Anderson Kershaw Limited and Anderson Conforming Limited when warning letters were sent to the companies in October 2003. Neither company filed its outstanding returns within a month, and both were struck off and dissolved in December 2003.
The directors argued that the warning letters had been sent to Anderson Kershaw’s former office at 56 Fitzwilliam Square, Dublin, and were returned marked “Gone Away”. They submitted that the Director should have tried to find another address or sought substituted service, so the companies could act before being struck off.
Mr Justice Michael Peart rejected that argument. The letters were sent to the registered office address on the Companies Registration Office records, and no change of registered office had been filed. The judge said the warning letter was not equivalent to service of court proceedings, and there was no requirement to locate the directors’ home addresses and resend it. He was satisfied the statutory steps for the disqualification application had been met.
The directors said they had relied on accountants to handle company filings and tax matters, and described financial and business difficulties, including the loss of customers and problems with the office lease. They also said Anderson Kershaw had previously been struck off in 1999, but was restored after outstanding returns were filed.
The Director’s evidence raised concerns about Anderson Kershaw’s financial position, including a Revenue judgment for €274,061.83 registered against the company in 2003. The Director submitted that the company had continued trading despite significant indebtedness and that the business was later carried on through Anderson Conforming. The judge noted that no annual returns had been filed for Anderson Conforming.
The court said directors remain responsible for ensuring required returns are filed, even when they delegate the work to accountants. It considered aggravating and mitigating circumstances, describing the aggravating factors as at the lower end of the scale and the directors’ mitigation as not weighty. The judge ordered a five-year disqualification for each respondent. The judgment does not state that the court determined the companies’ precise liabilities at the date they were struck off.