I have a limited company client whose director (one of two directors) and 50% shareholder has died. What to put on the online Annual Return as far as his shareholding is concerned, please? And I assume the part re. directorships can just be completed that he "resigned" at the date of death? First one I've done when an officer has died, hence the dumb question.
Cheers.
Replies (17)
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The cessation of his directorship should already have been reported to CH on the usual form of course. Information about directors has to be kept up to date in real time. The annual return is not the place for reporting any changes.
As far as the shareholding is concerned you just do what @runningmate suggests.
Not quite right
See s126 CA 2006: http://www.legislation.gov.uk/ukpga/2006/46/part/8/chapter/2
Point?
See s126 CA 2006: http://www.legislation.gov.uk/ukpga/2006/46/part/8/chapter/2
Not sure what your point is. That link seems to be to the CA 2006 provisions in relation to registers of members. What light does that shed on the answer to the OP's question?.
Obviously
A trust or an "estate" is not a legal person, so cannot hold legal title to shares (or anything else) and so should not be entered as such in any share register. You can of course enter the names of the trustees and I think it's acceptable to state that they hold as trustees, executors or whatever.
Surely
It hinges on whether or not he has left a will? If he has, and his shares have been willed to A.N.Other then they, subject to probate, are the legal owners.
Of course if he hasn't left a will and there is nothing to guide in the articles then goodness knows!
Surely they only belong to the beneficiary when the executors have obtained probate, exhibited it to the company's satisfaction, and executed a transfer.
Excecutors
I believe title automatically passes to the Executors of a deceased shareholder on death. Title remains with the Executors (or in certain circumstances the personal representative(s)) until probate is obtained when title passes to the relevant beneficiary(ies). This may be the same person(s), but the stages should be recorded separately in the Register of Members.
For the purposes of the Annual Return, it may be appropriate to record the shares as owned by "The Executors of XXX (deceased)" and with an appropriate contact address, but the Register of Members should record the full individual names of the executors and their addresses, together with a note that thy hold the shares as executors of the estate (in some some circumstances as personal representative) of the deceased.
The Executors may sell the shares before probate is obtained. In both this situation and subsequently, the CA 2006 s561 pre-emption rights of the remaining shareholders will apply.
Under CA 2006 s167 a death of a Director should be recorded at Companies House within 15 days of the death. This is done by a remaining Director/Secretary etc. filing Form TM01 with the box recording the death of the Director ticked.
Also depending on how long the company has been established (especially if prior to 2006) consider the Articles to ensure that the Company can operate with a single Director. If not this could be changed by Members Resolution.
I see
This issue has come up in the case in the link below:
http://www.devereuxchambers.co.uk/assets/docs/general/tribunal_decision-...
Third time lucky?
How about "John Smith and Jane Doe as personal representatives of Joe Bloggs deceased" ?
That seems a bit long winded but presumably would not fall foul of s126 Companies Act 2006.
RM
Ok. I have a situation where the Shareholder & Director passed away. CH have been informed and updated re Directorship. No Will so no Executor(s). As yet the adult children and Partner have not agreed on how to deal with the Administration of the Estate. So I have no Executor and no Personal Representative. How do I complete the Annual Return?
Well, you can't complete the annual return because you are not a director or office holder. You can check the articles to see who can apoint officers but as there are no shareholders I suspect that there is nobody to appoint any officers.
In fact, if the company has no officers then I very much doubt you are authorised to do anything for the company at all.
So your only option is to sit back and do nothing until instructed by the new director(s), as appointed by the new shareholder(s), whoever they turn out to be.
Ok, shouldn't have written in the evening! One shareholder and director has passed away. There is still another director and shareholder instructing me.
I have just spoken to Companies House and they have advised "Leave in deceased persons name until transferred"