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How to prepare for the death of a director

Posted by: , Posted on: - Categories: Company guidance

There are a few things we must do before we die, such as writing a will and making sure everything is in order.

For a company, the death of a director has serious implications. A company director has responsibilities and company affairs still need to be carried out after an officer has passed away.

If a director dies and there are surviving directors, the remaining directors can continue to run the company (if the company's articles of association allow this) and they can share out the responsibilities of the deceased officer.

When a sole director dies and there are surviving shareholders or members, they can hold a shareholders meeting to appoint a new director.

If the deceased director is the only shareholder, and the company has been incorporated under the Companies Act 2006, the model articles of association allow the personal representatives of the deceased officer to appoint a new director.

The Companies Act 2006 took effect on 1 October 2009. For companies incorporated before this date, and companies that have not adopted the model articles - you should seek professional advice about your options.

How to tell Companies House

By law, a company must tell us about any changes to directors’ details within 14 days. This includes when a person is no longer a director because they’ve resigned, retired, or sadly passed away.

The easiest way is to tell us about changes to your company directors online, using the company’s authentication code. But you can also send us a paper form TM01.

Bucket list

Throughout the 20th century, the UK has seen a steady increase in life expectancy. This is due to improvements in treating diseases, advances in health care and behavioural changes, such as a reduction in the rate of smoking. Along with better diets and being more active, we can expect to live longer than our ancestors.

Figures from the ONS show that in 2014 to 2016, a 65 year old man in the UK has an average 18.5 years of life left. A woman has 20.9 years. When we get to those special birthdays, many of us think of our achievements and set targets for what we would like to do before we meet the big company registrar in the sky.

The expression, bucket list, has become a common term for things that we want to do before we die.

The term was possibly coined, or at least made popular, by screenwriter Justin Zackham in his screenplay for the 2007 film The Bucket List. Two terminally ill men played by Jack Nicholson and Morgan Freeman head off on a road trip with a wish list of to-dos before they die.

Most of us have things we would like to include in our bucket list and there is a common theme if you look at online surveys.

Travel tops most of the lists. As well as catching a glimpse of the aurora borealis, also known as the Northern Lights. The spectacular light show occurs in the arctic region and is often described as one of nature’s most impressive displays. It’s high on my list.

Swimming with dolphins is another popular choice. If you like swimming or snorkelling, then I’m sure this is a great experience and even therapeutic. But, not for me this one. I’m not a good or keen swimmer and generally the only fish I like comes with a slice of lemon and chips. Why do you only get rock in London? And I know that a dolphin is a mammal!

Now, here’s one that I have done, well partly. Driving along Route 66. The historic stretch of road that connects Chicago to California.

Built in the twenties to connect the two states, Route 66 spans 3,305 miles. Driving in a convertible Mustang with the wind in my hair would have been unbelievable. I did it in a Ford Focus but it was still fantastic.

Riding a hot air balloon appears on many lists. Hanging in a wicker basket under a bag full of gas with little control is not my idea of pleasure. I’m sure it’s exciting and the views are stunning but relying on the weather to choose where you go and where you land, not for me.

Then there’s bungee jumping. A definite no. Skydiving is a maybe. Visiting the pyramids and learning another language. Yes and yes.

And eating oysters. I’m doing that this year.

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  1. Comment by Constance Rainer posted on

    Very good information !!!

  2. Comment by Ivor Taylor posted on

    Excellent post

  3. Comment by Clive Mence posted on

    The article on the death of a Director is almost flippant and most unhelpful. You could have mentioned that Companies House must by law be informed of the resignation of a director within 14 days. If as has happenned twice recently to the Charitable company I am a director of, a Director dies, then the only way to keep the 14 day rule is to date the resignation up to 14 days previous, even if the Directorhas been dead for ages.

    • Replies to Clive Mence>

      Comment by Ellis Davies posted on

      Hi Clive, we’re sorry you found the blog unhelpful. Thank you for your feedback. I’ve now added instructions on how to notify Companies House about these changes.

  4. Comment by michael lee posted on

    Very timeous article as I have exactly this position and I was wondering how to go about things

    • Replies to michael lee>

      Comment by Ellis Davies posted on

      Thank you for reading the blog and for taking the time to leave a comment, Michael.

  5. Comment by Brian Miller posted on

    If a director dies in office CoHo will still record that as a resignation! Confused? You will be.

    • Replies to Brian Miller>

      Comment by Ellis Davies posted on

      Hi Brian, thanks for your comment. I've now edited the blog to include guidance on how to tell Companies House about these changes.

  6. Comment by Martin posted on

    With respect this whole section should be cut down to the practical instructions. The bucket list thing is not your role.

  7. Comment by Ros B posted on

    You certainly know how to cheer people up near Christmas 🙂

  8. Comment by E.l Moss-Wright posted on

    Companies House must not be afraid of including technical content for professionals.

  9. Comment by Tony posted on

    I found the preamble excessively long compared with the advice section. One point that is not clear is how the death of a director should be recorded. Is it a resignation?

  10. Comment by Peter Smith posted on

    It is an interesting discussion and I agree with earlier comments that it should just have got to the point and leave out all the extraneous stuff.
    It happened to me that my Dad, who was a co-director, passed away. With funeral arrangements, will, clearing his house, and everything else that goes on after a family death the 14-day rule frankly never got a look-in and it was four months before I even thought about notifying Cos House. I had to falsify his date of death to comply with the law. This cannot be right. The time-scales need looking at and adjusting to take into account the reality of the situation rather than an arbitrary date to suit some bureaucrat. I feel certain that Cos House would have bent over backwards to help, but that is not the point - the law needs changing.

    • Replies to Peter Smith>

      Comment by Ellis Davies posted on

      Hi Peter, I’m sorry to hear about your loss. As you’ve rightly stated, this would require a change to the law. It is, however, very valuable feedback.

  11. Comment by Ian M posted on

    Whilst there have been a few comments suggesting the article was too light hearted and should just have been factual I personally liked the tone and content.

    Death is a serious subject and notifying Companies House of the death of a Director equally serious but injecting a little humour reminds us that Companies House is not a monolithic bureaucracy but actually made up of people like us who have to deal with difficult times. More power to your elbow!

    • Replies to Ian M>

      Comment by Ellis Davies posted on

      Thank you for your comment, Ian. And thank you for reading our blog.

  12. Comment by Noble Amoateng posted on

    For me the humour linked to death of a Director near Christmas was just in order!