Q&As

In circumstances where the sole shareholder and sole director of a private limited company has died and the deceased’s personal representatives (PRs) have the power under the company’s articles of association to appoint a director, can the PRs appoint a director who is also a beneficiary of the Will where a grant has been obtained, which is in the process of being contested?

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Published on LexisPSL on 28/05/2021

The following Private Client Q&A provides comprehensive and up to date legal information covering:

  • In circumstances where the sole shareholder and sole director of a private limited company has died and the deceased’s personal representatives (PRs) have the power under the company’s articles of association to appoint a director, can the PRs appoint a director who is also a beneficiary of the Will where a grant has been obtained, which is in the process of being contested?

In circumstances where the sole shareholder and sole director of a private limited company has died and the deceased’s personal representatives (PRs) have the power under the company’s articles of association to appoint a director, can the PRs appoint a director who is also a beneficiary of the Will where a grant has been obtained, which is in the process of being contested?

For guidance on whether the personal representatives (PRs) have standing to appoint a director, see Q&As:

  1. Where the sole shareholder and director of a private limited company (with model articles) has died, will his shares be transmitted to his personal representatives and can they appoint a new director?

  2. Where the sole shareholder and director of a private limited company (with 1985 Table A articles) has died, will his shares be transmitted to his personal representatives and can they appoint a new director?

Assuming the PRs having standing to appoint a director, consider the following:

  1. the role of the PRs is to administer the deceased’s estate. A PR owes a duty to get and collect in the deceased’s real and personal estate, preserve it and administer it according to the law, which means that they must collect in the deceased’s assets, settle the deceased’s outstanding liabilities and

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