The Society raised concerns with the Registrar of Companies, Mr Neville Harris, in a letter dated 19 January 2010 over the absence of 4 key shareholder consent documents from the Companies Office website, relating to 435 Devon Street Limited, a company incorporated by David Bruce Crow on 11 June 2007 and directed in 2008 by David and his brother “Porn King” Steve Crow. On 27 January 2010 another complaint was raised with the Office and today all 4 documents suddenly appeared on the website with the date of upload/registration entered as 9:39:04 am, 11 June 2007. The Society’s letter to the Office (copied below) dated 28 January highlights its concern over this situation involving a Companies Office foul up. It also raises concerns over the appointment record of Stephen Peter Crow as a director, who now owns 50% of the company directed by his brother David.
COPY (with minor editing)
Attention
Companies Office
Ministry of Economic Development
28 January 2010
Re Company 435 Devon Limited Co. No. 1951732
Form 3: ID Nos. 30013906766, No. 3001390788, 30013906799, 30013906777
Would you please let us know when the four “Consent of Shareholder of Proposed Company” forms relating to 435 Devon Limited were uploaded onto the Companies website and which department of the Ministry authorised this. They were not on the website on Wednesday morning 27th January 2010 when the Society rang the rang the Ministry to note their absence. They were not there on 19th January 2010 when the Society wrote to the Registrar of Companies to point this out (evidence provided). They were not there on 4 November 2009 when Society reps with Shane Keohane, Manager of the National Enforcement Unit, to point out problems with this company directed by Stephen and David Crow in 2008.
Please explain how it is that four signed documents, that appear now to have been faxed to the Companies Office on 11 June 2007 @ 9:07 am, were uploaded onto the Companies website at 9:39:04 am, the exact time that David Crow quite independent of the Companies Office, went on line to apply to incorporate the company on 11 June 2007.
Finally, you will note that Stephen Peter Crow registered his Consent as Director certificate on 30 April 2008. That signed form states that he was appointed director on 25 February 2008. The Companies Act 1993 requires that a Director notify the Registrar within 20 working days of any change in position(s) of director(s). Any appointment or resignation should have been notified to the Registrar by David Bruce Crow within that time period.
In the light of the above please clarify the Companies Office legal position as to the following questions:
1. Was Stephen Peter Crow a director of 435 Devon Limited on 25 February 2008 and from that date onwards – and if so why?
2. Was the Companies Office acting within the law to allow Stephen Crow to be registered as Company Director on 30 April 2008, even though the appointment was made on 25/02/08 and no Consent of Director certificate had been received by the Registrar prior to 30/04/08?
Society for Promotion of Community Standards Incorporated
P.O. Box 13-683 Johnsonville 6440
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RESPONSE FROM COMPANIES OFFICE
Dear Sirs
Thank you for your email. The Registrar did receive the shareholder consents for 435 Devon Limited at the date and time listed on the register (i.e. 11 June 2007) however due to an anomaly with our system the consents were not displayed on the register. As a result of your call regarding the absence of these consents, we retrieved them from the system and made them available on the register. The Registrar is aware that this anomaly occurs with some companies (but not all) and is in the process of identifying other affected companies in order to correct this. You have referred to the time discrepancy between the receiving of the consents and the incorporation of the company. A company is only registered when all preliminary documents have been lodged and these (including consents) may be receiving at varying times. This, however, is not a concern of the Registrar. You will have to raise your questions regarding Mr Crow’s appointment as a director with the company directly as it will have records regarding this.
Kind regards,
[Advisor name deleted. Letter on file]
Ministry of Economic Development
Toll free 0508 266 726| Fax +64 3 962 2700
www.med.govt.nz
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