dead client, sole dir/shareholder

what to do re company ...

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I have a client who's contractor company has was issued their first gazette in Dec by CoHo for (very) late accounts. We've been trying to get ahold of him for months & months & months to try to complete those accounts with no success.

We received an email from a family member over the weekend saying that he had just passed away.

He was the sole director & sole shareholder and whilst the company will stop, there is (I presume) cash in the bank which the family would like to see. What can be done now to stop CoHo striking off the company, or do we have to wait for executors etc to do something? I guess the easiest thing would be for the executors to empty the bank and then just let CoHo dissolve the company...

What would you do / suggest to the family?

Thanks

Replies (9)

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By Michael Beaver
18th Jan 2021 10:33

The executor of the client's estate should step in deal with matters.

In the meantime there's no harm in calling Companies House yourself to explain the situation and they may suspend the strike off action if they are confident that the missing accounts are going to be filed.

Thanks (1)
Stepurhan
By stepurhan
18th Jan 2021 10:54

The answers to a similar question I posted last year might help.

https://www.accountingweb.co.uk/any-answers/sole-directorshareholder-dea...

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By Paul Crowley
18th Jan 2021 11:00

If everyone happy then file some draft accounts, showing insolvent, and fix them later
Chances of a quick empty of account challenging if bank knows director dead

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Replying to Paul Crowley:
ALISK
By atleastisoundknowledgable...
18th Jan 2021 11:15

Why insolvent?

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Replying to atleastisoundknowledgable...:
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By Paul Crowley
18th Jan 2021 11:35

Self protection for all concerned
No one will lend based on accounts filed.

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Replying to Paul Crowley:
ALISK
By atleastisoundknowledgable...
18th Jan 2021 11:58

back to the issue of no-one to sign the accounts though.

Thanks (1)
By SteveHa
18th Jan 2021 11:29

Are there any other shareholders? Accounts can't be filed absent someone to approve them.

My reply (and Lion's follow up) to stepurhan's linked thread applies equally to this situation.

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By Chris McKay
19th Jan 2021 10:59

Step one is to object to the striking off.

Step two, the deceased's personal representative become the shareholders automatically by law - a process called transmission.

Step three - the new shareholders appoint a director.

Step four - new director needs to understand the financial position of the company. , i.e is it solvent or insolvent. If the company is to close consider appointing a liquidator to deal with it or if it is solvent but assets less than £25,000 use the dissolution route

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Replying to Chris McKay:
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By Mr_awol
20th Jan 2021 03:49

Not necessarily correct - particularly step two.

It depends on the articles - or more importantly under which companies act the company was incorporated, and then potentially the articles.

If it is an old company then whilst the ownership of the shares does indeed pass to the executors they have to apply to the company to update the register of members before they can attend or vote at meetings, or appoint a director. With no living officers of the company you can’t register the shares, which means you can’t appoint an officer, which means you can’t register the shares, which means.........

Companies House may tell you just to do it, but they are wrong. If you want to do it legally then you could be looking at a court order to proceed.

If it’s a new (as in CA06) company then largely as you were..... unless it was formed with bespoke articles in which case maybe, maybe not.....

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