Directors of company showed lack of commercial probity

Company law - application to restrict directors – two directors of a group of companies – same liquidator – companies operated public houses – companies ceased trading - no realisable assets – went into liquidation - no realisable assets - unable to pay their debts – considerable debts – power of the Court to restrict directors - no issue of dishonesty - whether each of the directors acted responsibly as a director in relation to the conduct of the affairs of each company – operated one of its licensed premises in without a liquor licence - unable to obtain a tax clearance certificate – permitted considerable liabilities to Revenue to accrue - failed to make the necessary annual returns – liquidator argued that the directors should have walked away from the debts of their failed company by placing it in liquidation, while continuing to operate the same business from the same premises through another company they control, thereby availing once again of all of the advantages of limited liability - ‘phoenix syndrome’ – one company traded whilst insolvent - issues of fact - lack of commercial probity and want of proper standards plainly arise - a decision to effectively seek to use taxation liabilities for the purpose of financing a company will normally be indicative of the fact that the directors have been acting at least irresponsibly – failure to pay tax liabilities - argued that the continued employment of the entire staff of two separate public houses is unequivocally dependent upon his not being made the subject of a declaration of restriction – not an exception.