The Commercial Team at Dunn & Baker successfully resolved a problem for a property letting company with old style Articles of Association. The sole director-shareholder died intestate leaving his company with a valuable property portfolio. The Company was formed in the 1970's with old style Table A Articles. Under the laws of intestacy the shares in the Company passed to the family of the deceased director-shareholder but there was no provision in the Articles for the appointment of a new director who could register the new member. Without a director the estate could not be wound up and the Company could not operate. We were able to make an application to the Court to rectify the register of members and allow a family member to convene a general meeting to appoint herself as a director.
This situation should not apply to companies formed after 2006 with modern Articles of Association. However some businesses still trade through companies with old style Articles with no provision for the appointment of a Director in the event of the death of the sole Shareholder Director. We would be happy to review your Articles if you think you may be in this position and update them if necessary.