The investigation found the company had been formed in Luxembourg to carry out market research services. It continued trading until at least November 2009, having taken over Sunday Solutions Limited’s role of sourcing clients for the now discredited “Sunday Solutions Scheme”. To do so, it took over the sales staff of Sunday Solutions Limited and was based at Cambridge House, Henry Street, Bath.
Welcoming the Court’s judgement Company Investigations Supervisor Chris Mayhew said:
“The company was an integral part of the discredited “Sunday Solutions Scheme” and was found by the court, on the uncontested evidence, to have conducted its affairs in a manner which displayed a level of commercial conduct which fell markedly short of acceptable standards. As a result scheme members suffered significant financial loss. The Service will investigate such behaviour and, where appropriate, close such companies down”.
Notes to Editors
1. Zigmund Mather S.a.r.l. was incorporated on 29 August 2007. The registered office of the company was at 64 Rue Principale, L - 5367 Schuttrange, Luxembourg. The company’s principal objects are not known, but its representatives in Luxembourg advised the investigation that it was engaged in marketing and market research. The identity of Zigmund’s officers is not known. The company’s appointed managers on incorporation were Mr Alex Nicholas Johannes Alexander van Zeeland and Mrs Michelle Carvill both of 64 Rue Principale, L – 5367 Schuttrange, Luxembourg.
2. The authorised share capital of the company is €12,500 divided into 100 ordinary shares of €125 each. Its original shareholders were Jardinier Holdings Ltd holding 10 shares and Nahoon Investments Ltd holding 90 shares, both shareholders being registered in the British Virgin Islands at Trinity Chambers, PO Box 4301, Road Town, Tortola. Both are shown to be represented by their director Belvaux Nominees Ltd, another British Virgin Islands registered company of the same address and itself represented by Mr Alex van Zeeland residing in Schuttrange, Luxembourg. On 14 May 2009 Nahoon Investments Ltd transferred its shares in Zigmund Mather S.a.r.l. to Jardinier Holdings Ltd.
3. The Sunday Solutions scheme was originally promoted and operated by Sunday Solutions Limited and Bradbury & Co Limited, both of which were ordered into liquidation in the public interest on 15 December 2010 on grounds that they had displayed a level of commercial probity that fell markedly short of acceptable standards – see news release “Umbrella tax companies taken out of service” issued on 21 December 2010.
4. A further company, Reed Umbrella Ltd, which provided legal and invoicing services to the “Sunday Solutions Scheme” was ordered into liquidation in the public interest on 7 March 2012 – see news release “Court winds up another Sunday Solutions tax umbrella company” issued on 9 March 2012.
5. On 14 November 2011 a further related company Reed Morgan Limited, that provided invoicing services to the participants in the “Sunday Solutions Scheme”, was ordered into insolvent liquidation on the petition of the Commissioners for HM Revenue and Customs in respect of unpaid National Insurance Contributions of £11,969.82. The sole recorded director and secretary of Reed Morgan Limited was Corran Vale Limited, a company registered in the British Virgin Islands.
6. The petition to wind up Zigmund Mather S.a.r.l. was presented in the High Court on 26 January 2012 under the provisions of section 124A of the Insolvency Act 1986.
7. The grounds for winding up Zigmund Mather S.a.r.l. were the failure to co-operate with the investigation and trading with a lack of commercial probity.
8. In ordering the company into liquidation on 16 May 2012 Ms Registrar Derrett said:
“I am satisfied that the role of Zigmund in the Sunday Solutions Scheme went beyond a mere marketing role. Contrary to what is said in an information document produced by Zigmund that the company had undertaken research into ‘business vehicles’ and that it would make ‘contractors aware of what other business vehicles they could operate through’, the company was in fact actively involved in the scheme. In particular, Mr Nyiri, the director of Sunday Solutions Limited, informed the investigation that Zigmund took over the role of sourcing clients and Sunday’s staff were transferred to Zigmund in March 2007. Zigmund appears to accept that it was responsible for sourcing potential clients and although it is acknowledged that there is limited evidence of the precise nature of Zigmund’s role as the company and its officers have failed to co-operate, I am satisfied, particularly in the operation of the scheme already found to be contrary to the public interest, that Zigmund facilitated the scheme and by taking over the staff of Sunday in 2007 effectively ran the scheme. There has been a failure to co-operate with the section 447 Companies Act investigation and in all the circumstances I make the usual compulsory order on grounds of public interest”.
9. Company Investigations, part of the Insolvency Service, carries out confidential enquiries on behalf of the Secretary of State for Business, Innovation & Skills (“BIS”).
10. The Insolvency Service administers the insolvency regime investigating all compulsory liquidations and individual insolvencies (bankruptcies) through the Official Receiver to establish why they became insolvent. The Service also authorises and regulates the insolvency profession; deals with disqualification of directors in corporate failures; assesses and pays statutory entitlement to redundancy payments when an employer cannot or will not pay employees; provides banking and investment services for bankruptcy and liquidation estate funds; and advises ministers and other government departments on insolvency law and practice. Further information about the work of The Insolvency Service is available from www.bis.gov.uk/insolvency.
11. All public enquiries concerning the affairs of the company should be made to: The Official Receiver, Public Interest Unit , 21 Bloomsbury Street, London, WC1B 3QW. Telephone: 0207 637 1110 Email: firstname.lastname@example.org
12. Media Enquiries should be directed to:
Kathryn Montague, Media Relations Manager, Telephone 020 7596 7674 or Ade Daramy, Press Officer on 020 7596 6187