Will: asset at risk of collapse, but we don’t own it yet.

[SomethingInTheWaySheCooks]

Dead dad died 10 months ago and has apparently left me and siblings his company, which includes a large industrial building. There is fabric damage to the building which puts it at risk of collapse, and would need over £100,000 to remedy. The solicitor appointed by the executor is being very slow. So we do not yet have ownership. The company is operating in the building. We have just had to allocate safe zones. But, how do we manage this when we’re not yet owners or directors! Presumably we can’t spend large sums on repairs during probate (Scotland), but the estate is losing value and at risk. Does the executor have a duty here? If anyone can recommend a Scottish solicitor who might be experienced in this sort of thing, I’d also be grateful.

Does the company own the building? If so it is for the company to finance any repairs not you as individuals. Was the deceased the only director/shareholder? If there are other directors then it is for them to properly administer the company and its assets.

If you are unhappy about how the estate is being administered you can write a formal complaint to the executor and ask for a timescale within which the shares in the company will be transferred to you and your siblings. You don’t need to become directors of the company if you don’t want to - the role of director is not transferable, you need to be appointed according to the Articles of the company

It goes without saying that you need good specialist legal advice so that you understand your responsibilities and the options available to you once the shares in the company are transferred.

@VanCleefArpels Thank you. The company would pay for the repairs, although the building isn't owned by it, but also forms part of our inheritance. The deceased was the only shareholder/director, yes. So, no others to take on this role. I guess the main question is, do we have authority to do the work now (at great expense), when we haven't legally been given any of the property or company yet. If we don't do it, and the will process goes on for a long time, the asset will be in danger and devalued.

Who owns the building? Was it your Father personally or is there a landlord?

If it's a landlord who is responsible for repairs?

You would be mad to do any work as, essentially, a non interested third party (legally speaking) - in particular you would not be covered by any insurance covering the building and personally liable for any contract you enter into (as opposed to the company)

@PickledPurplePickle My father owned it personally. I know it's not right to do the work. It feels like I should be able to get an emergency order or something to prevent all value being lost in the interim. The company may also have to cease trading if the building becomes unviable. And we aren't able to do anything until the transfer of ownership has gone through. Very frustrating.

The executor should be dealing with this. It is their job to maintain any property that forms part of the estate until ownership is transferred to you.

I'm not familiar with Scots Law but in England this would be the executor's responsibility. Is the executor solicitor aware of the issue?

I don’t know who the executor’s solicitor is. We haven’t been given the details or seen a copy of the will. But, I will raise it with the executor in writing.

We haven’t been given the details or seen a copy of the will

I thought wills were publicly available, is that wrong/different in Scotland?

@ErrolTheDragon Wills are in the public domain once they have been entered in the Books of Council and Sessiion. I paid for a search, but there’s nothing listed. I am trying to figure out if insurance may help in any way. There is a clause about death of owner, but it looks like it would just cover additional expenses occurred and loss of turnover.

How can the company continue to trade without any directors? That doesn’t sound right at all (English lawyer here). You definitely need some urgent advice on all of the issues from a reputable firm!

Once you do take over the company and become a director you will have HSE liabilities for an unsafe building which involve criminal sanctions, so you absolutely need to deal with all this as a priority.

ETA - this is an English article but might be helpful for you.

https://www.businessrescueexpert.co.uk/can-a-director-abandon-their-company/#:~:text=The%20Companies%20Act%202006%20states,direct%20breach%20of%20the%20legislation.

Thanks @Katrinawaves It's a small company. Previously had one owner (now deceased) who was the sole shareholder. After his death, one of the workers was named as director, but is not an owner, and is in fact a director in name only to allow for the company to continue trading. This is not who will inherit. The owner's daughter has always worked as office manager and continues to do so. So, all has just continuted as before.
Should I wait for the executor's solicitor to eventually get their heads round this and contact us. They will contact the 'director' presumably, who knows nothing about the business. It's a mess.

All the 'roles' are within the family. So the executor is a member of the family, as is the office manager, as am I. I was hoping we wouldn't have to involve a lawyer on our part, as it will be 'opposing' someone in the family. But, I am very concerned about the ongoing situation.