Confirmation statement filing process?

Confirmation statement filing process when the director has just been passed away.

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Hi, a quick question please. The sole director of a company has sadly passed away in Feb 24. The company's confirmation statement is now due. I’ve never come across this situation before. How do we do it? The executor has contacted us. Does the executor has to go on the confirmation statement as new director or else? Any guidance is much appreciated. Thanks

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By Roland195
10th Apr 2024 14:07

Ignoring the fact this is a legal question, I wouldn't advise anyone allows themself to be appointed as a company director even assuming the Executor has the power to do so.

Who are the shareholders and what is the financial position of the company at the moment?

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Replying to Roland195:
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By Humble
10th Apr 2024 14:25

Thanks for reply. The director (who passed away) was the only 100% shareholder, there is no comp secretary. Financial position as per last accounts was strong.

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By Duggimon
10th Apr 2024 14:07

A new director must be appointed per the Articles, probably by the shareholders. Once that's done you can file the confirmation statement.

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Replying to Duggimon:
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By Humble
10th Apr 2024 14:26

He was the only 100% shareholder.

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Replying to Humble:
RLI
By lionofludesch
11th Apr 2024 06:40

Humble wrote:

He was the only 100% shareholder.

He was but now he's left the share to someone else. Life goes on. What does his will say? If there's no will, what do the rules of intestacy say?

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Replying to Humble:
By Duggimon
11th Apr 2024 09:31

Somebody owns the shares, it's an asset in his estate and will pass to someone.

If it's all in a state of flux just now I'm sure Companies House will hold off on winding the company up while it is sorted out, however if it's clear who inherits the company then they are the shareholder to whom I was referring.

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Replying to Duggimon:
RLI
By lionofludesch
11th Apr 2024 11:38

Duggimon wrote:
..... they are the shareholder to whom I was referring.

Lovely grammar, Duggi.

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By Bobbo
10th Apr 2024 14:13

Surely the executor (or somebody else) needs to be appointed as a director in the first instance.
Otherwise it sounds like the company is director-less, and the executor has no power to instruct you to do anything

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Replying to Bobbo:
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By Humble
10th Apr 2024 14:26

This makes sense. Thanks

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By D V Fields
10th Apr 2024 15:16

The shares should pass to the "estate of".

This would imply that the "estate" could instruct further but as stated this appears to be more of a legal issue.

It's a good question and one for my company secretarial providers at some point for clarification. In the meantime Companies House would advise.

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By JB101
10th Apr 2024 15:17

Which Companies Act applied when the company was formed?
If Companies Act 2006 the executors should be able to move things forward (unless the Articles say anything different).
If before that, the company may effectively be paralysed and an application to the court could be necessary.
Take great care to not get involved in the legal advice here - I think it is really one for the solicitors.

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paddle steamer
By DJKL
10th Apr 2024 15:23

If the executors have control of the shares they can likely exercise that control to call a general meeting and then at that meeting appoint a director. (I always think sole director companies are dangerous so prefer min two or one and a company secretary)

Do they yet have confirmation/probate?

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paddle steamer
By DJKL
10th Apr 2024 15:30

https://companieshouse.blog.gov.uk/2019/11/14/how-to-prepare-for-the-dea...

A 2006 Articles company seems to give PR's right within articles to appoint.

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Replying to DJKL:
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By I'msorryIhaven'taclue
11th Apr 2024 09:31

I guess the PR cannot appoint another director during the period of administration; not until probate at the earliest.

In the meantime, it must surely be the PR or executor's role in trusteeship to administer such matters. Besides, who else is going to know what information to submit on the CS?

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