As a sole Director you may also potentially be the sole shareholder of your business. When preparing your Will, you will need to consider appointing specialist Executors to deal with your business assets. They can be different to the Executors appointed to deal with your personal assets.

You may wish to consider leaving a detailed letter of wishes to set out the following (including but not limited to):

• How you would like the company to be run after your death
• Leave suggestions as to who should be appointed as Director/shareholder
• Leave a list of who to contact in relation to the running of your business– accountants, financial advisors, business relations manager at your bank, etc.
• Details of where your paperwork is located
• If the company cannot continue after your death, then you can provide details of who to approach with regard to a sale or leave guidance/suggestions for its winding up

Your Executors will need to obtain a Grant of Probate in your estate before being able to make business decisions. This may take between 3-4 months and could cause problems in dealing with matters in the interim.

In addition to a Will your company constitutional documents are required to be reviewed. The provisions within your Articles of Association will need to provide your Executors with the power to appoint a replacement Director as soon as possible to allow the continuation of your business.

If your company was incorporated after 1 October 2009 then this power is included in the Model Articles of Association. If your company was incorporated before 1 October 2009 or adopted bespoke Articles of Association, then you may wish to review your Articles of Association and amend if needed.

Without this power the Executors may need to apply to the Court for an order to appoint new Directors before the Grant of Probate is issued. This is a costly application. Therefore, it is prudent to ensure that your Articles of Association are reviewed at this time.

In addition to the above, your Articles of Association are to be reviewed to ensure that the disposition of your shares upon death do not contradict with the instructions left in your Will.

When reviewing your Articles of Association, you may wish to consider including provisions for your Executors to have the following powers:

• The exercise of voting rights
• The exercise of any other rights attached to the shareholding whilst held in your name

It may be practical to seek advice with regard to the following:

• The appointment of additional directors
• Key business knowledge training to other members of staff
• Transfer of shares to family members or a third party to ensure there is more than one shareholder

If you hold a directorship with others and hold a percentage shareholding then you may wish to consult your Articles of Association to see how your shares are to be dealt with upon your death. There may be an insurance backed cross option agreement in place which will deal with your shareholding upon your death independent of your Will.

If you do not have this provision in place you may wish to seek advice as to the inclusion of such a provision within your Articles of Association.

It may be agreed between the shareholders that their respective shares can be left under the terms of your Will.

It is not just death that you, as a business owner, need to think about but also incapacity. As a business owner you may wish to think about preparing Lasting Powers of Attorney to appoint people to make decisions on your behalf should you become mentally or physically incapacitated.

You can separate the management of your personal and business assets by preparing two separate Lasting Powers of Attorney and appoint the appropriate attorneys.

This would allow your attorneys appointed to manage your business assets to make business decisions on your behalf and allow your business to continue to run if your incapacity is of a temporary nature.

If your incapacity is deemed to be permanent, then your attorneys can then seek advice as to how best to deal with your business. You may wish to leave written guidance similar to the Letter of Wishes as detailed above to assist your attorneys.

Your Lasting Powers of Attorney would cease upon your death and your Will would then come into effect.

Again, you may wish to review your Articles of Association as they may include the procedures to follow due to the incapacity of a Director and how their shareholdings and any rights associated with the holding are to be dealt with.

Oakwood Solicitors Ltd can assist you through this process and provide you with the necessary advice. Our team has gained an excellent reputation amongst local organisations and their client-base for delivering a personal and compassionate service.

As a firm, we pride ourselves on having a high standard of customer service and making all our current and potential clients feel at ease when making any decisions regarding their future wishes.

Information regarding our fees can be found in the following places:

• A full list of our Wills and Probate fees can be read here.
• Our Fees overview page can be found here.

We advise reading through these in detail.

All fees charged by the Firm are 20% VAT payable, which is currently set at 20%.