Any company lawyers around for a quick question?

[wheresmymojo]

I'm just wondering if there are any company lawyers around that could answer a very quick question about a very tight spot we are in?

I've done research myself and just want a quick confirmation that I haven't misunderstood.

Scenario:

My DH is a shareholder of a gym, he used to be a Director but resigned some time ago but kept his shares.

The other shareholder and sole Director after DH resigned was DH's friend. We'll call him Dave. Dave very sadly died before Xmas.

His Sister is Executor - she would like DH to take over running the gym in Dave's memory and we would also be happy to do so. However a lawyer has told sister/Executor that she must not do anything with the business until probate is completed.

The business will probably fold before probate is completed if no-one can be appointed Director in the meantime as effectively no-one is running it and it has reasonable monthly fixed costs like rent but is getting no customers while there is no Director.

I have read this advice from Companies House which suggests to me that while sister/Executor can't do anything DH can call a shareholders meeting (with himself!) as the surviving shareholder and can appoint a new Director (himself). Is this correct?

To be clear the sister is as keen as we are to get this sorted so as long as this is legally correct would have no issue with it

companieshouse.blog.gov.uk/2019/11/14/how-to-prepare-for-the-death-of-a-director/

You should be paying for advice.

IANAL but "must not do anything with the business until probate is completed" sounds nonsense. Probate takes months; how can you leave a company in limbo for that long.

Speak to the beneficiaries. If the beneficiaries and executor are all on board then who is going to complain?

But get legal advice.

Yes, have just written to a lawyer to book a consultation.

His sister is very 'by the book' so wouldn't want to proceed even if I pointed out that they'd be the only ones that would make a complaint.

But I'm pretty sure I'm right (and just annoyed that no-one at the solicitors she is using have told her, probably because they're not company lawyers).

Thanks @NeedAnExpert - that was a really useful contribution

I just wanted to know if I was completely barking up the wrong tree I.e. that a company lawyer could come and say "Sorry - you've got the wrong end of the stick, he can't appoint himself as a Director" or whatever.

Depends on what the company's constitutional documents say as well. You urgently need proper advice. Surprised to hear ordinary course of business decisions can't be taken - that does seem odd.

Get the advice in writing, to make sure that she is not misunderstanding what she is being told.

Can you go at this laterally - start a new company and run the gym through that?
Have you discussed how this will pan out in the long term. Are the executors / beneficiaries expecting any income or capital growth based on your DH's work; have they agreed how he will be remunerated for this?
Why is your DH willing to run the gym now when he previously walked away from it?

I would recommend expert advice (for you two) to go through all the what-if scenarios.