County Down directors agree to disqualification

The Department for the Economy (the Department) has accepted disqualification undertakings from the directors of a fast food company.

Director Disqualification Undertaking

The undertakings were received for five years from Aishlinn Boman (50) of Tullynacree Road, Downpatrick, Co. Down and ten years from Jason Boman (50) of Tullynacree Road, Downpatrick, Co. Down, in respect of their conduct as the directors of Lone Star Pizza Ltd (“the Company”).

The Company operated in the business of takeaway food shops and mobile food stands, trading from 38 Market Street, Downpatrick, BT30 6LY and went into Liquidation on 8 November 2018 with an estimated deficiency as regards creditors of £197,363.86.  There was a total of £NIL owing as Share Capital, resulting in an estimated deficiency as regards members of £197,363.86.

The Department accepted the disqualification undertaking from Aishlinn Boman on 29 March 2022 based on the following unfit conduct which solely for the purposes of the disqualification procedure was not disputed:

• permitting Jason Boman to act as a de-facto director of Lone Star Pizza Ltd from 22 August 2016 to the date of Liquidation, in the knowledge that he was bankrupt and therefore disqualified from so acting;

• failing to register the company with HMRC for tax purposes resulting in the company failing to satisfy a liability in respect of PAYE, NIC, VAT and CT due to HM Revenue & Customs for the years 2016/17 to 2018/19 inclusive in the sum of £183,565.58 which equates to 93.6% of the company’s overall deficiency as disclosed in the Statement of Affairs;

• causing and permitting the Company to fail to comply with the said legislation in that Annual Returns for the return period 21 August 2017 was not filed in the prescribed time and the return for the period 21 August 2018 was never filed; and

• causing and permitting the Company to fail to comply with the said legislation in that the annual accounts for the periods ended 31 August 2017 and 31 August 2018 were never filed.

The Department accepted the disqualification undertakings from Jason Boman on 29 March 2022 based on the following unfit conduct which solely for the purposes of the disqualification procedure was not disputed:

• acting as a de-facto director of Lone Star Pizza Ltd from incorporation and whilst bankrupt during the period 22 August 2016 to the date of Liquidation. Therefore, by continuing to undertake the role of director, he is likely to have breached Article 15 of the Company Directors Disqualification (Northern Ireland) Order 2002 and he may therefore be guilty of an offence under Article 18;

• failing to register the company with HMRC for tax purposes resulting in the company failing to satisfy a liability in respect of PAYE, NIC, VAT and CT due to HM Revenue & Customs for the years 2016/17 to 2018/19 inclusive in the sum of £183,565.58 which equates to 93.6% of the company’s overall deficiency as disclosed in the Statement of Affairs,

• causing and permitting the Company to fail to comply with the said legislation in that Annual Returns for the return period 21 August 2017 was not filed in the prescribed time and the return for the period 21 August 2018 was never filed; and

• causing and permitting the Company to fail to comply with the said legislation in that the annual accounts for the period ended 31 August 2017 and 31 August 2018 were never filed.

The Department has accepted Thirty One Disqualification Undertakings in the financial year commencing 1 April 2021.

Notes to editors: 

1. Insolvency Practitioners acting as voluntary liquidators, administrative receivers and administrators have a duty to report unfit conduct to the Insolvency Service within the Department for the Economy.

2. The aim of the Department is to bring disqualification proceedings against those directors of failed companies who have abused the privilege of limited liability status through negligence, incompetence or lack of commercial probity. The legislation contained in the Company Directors Disqualification (Northern Ireland) Order 2002 (“the 2002 Order”) is for the protection of the public and trading community but its operation should not inhibit genuine enterprise.

3. In cases where a person is subject to either a Disqualification Order made by the Court or a Disqualification Undertaking accepted by the Department, that person shall not be a director of a company, act as a receiver of a company's property or in any way, whether directly or indirectly, be concerned or take part in the promotion, formation or management of a company unless he has the leave of the High Court. A disqualified person cannot obtain permission to act as an Insolvency Practitioner.

4. Article 9 of the 2002 Order provides that where a director is found to be unfit he must be disqualified for a minimum period of two years, up to a maximum of fifteen years. The Courts have decided that the level of seriousness of unfit conduct can fall into three brackets with the top bracket of periods over ten years reserved for particularly serious cases, six to ten years reserved for cases which do not merit the top bracket and two to five years for cases where, although disqualification is mandatory, the case is less serious.

5. The 2002 Order also allows directors, with the agreement of the Department, to avoid the need for a court hearing by offering an acceptable Disqualification Undertaking. This has exactly the same legal effect as a Disqualification Order made by the court, and will usually include a schedule identifying the director’s unfit conduct. The consequences of breaching a Disqualification Undertaking are the same as those for breaching a Disqualification Order.

6. If anybody contravenes a Disqualification Order or breaches their Disqualification Undertaking they may be committing a criminal offence and could go to prison for up to two years or face a fine or both. Any person with information to suggest that a disqualified person has acted in contravention of this provision should contact The Insolvency Service’s Directors Disqualification Unit on 028 90 548582.

7. The period of disqualification commences at the end of 21 days beginning with the day the Disqualification Undertaking was accepted by the Department.

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