Director/shareholder passed away.
Discussion
A small family business, My dad (director 97% shareholder) brother sister and myself all directors and with 1% share each.
On tuesday my dad passed away from a long term illness. we were lead to believe all was in place and the accountant was in the process of getting everything in place to hand over all the shares to us. dad was getting rapidly worse over the last few weeks so i started pushing for everything to be finalised ASAP.
This hasnt happened intime and therefore its all up in arms at the moment. The bank seem to be ok with it all at the moment but i have heard stories of them freezing the bank account. is this likely to happen?
Obviously we want to continue trading and are extremely busy at the moment so dont want to let customers/suppliers down but something says it wont go so smooth as i hope.
anything else i will need to do?
On tuesday my dad passed away from a long term illness. we were lead to believe all was in place and the accountant was in the process of getting everything in place to hand over all the shares to us. dad was getting rapidly worse over the last few weeks so i started pushing for everything to be finalised ASAP.
This hasnt happened intime and therefore its all up in arms at the moment. The bank seem to be ok with it all at the moment but i have heard stories of them freezing the bank account. is this likely to happen?
Obviously we want to continue trading and are extremely busy at the moment so dont want to let customers/suppliers down but something says it wont go so smooth as i hope.
anything else i will need to do?
many thanks firstly. its dam tough going. Me and dad have sat opposite in the office for 12 years now. the office is rather empty now. 
Anyway,
See thats the part i forgot to mention. The executor is my step mum, BUT when Mum & Dad divorced part of that was that she didnt get a share of the company and its all passed directly to us. TBH she doesnt seem interested and just wants it all handed over to us.
I'll have to have a nose through the paperwork here and see what i can find.
Anyway,
See thats the part i forgot to mention. The executor is my step mum, BUT when Mum & Dad divorced part of that was that she didnt get a share of the company and its all passed directly to us. TBH she doesnt seem interested and just wants it all handed over to us.
I'll have to have a nose through the paperwork here and see what i can find.
essayer said:
It sounds like you need to get a copy of the divorce settlement, his will and the company articles of incorporation. I've no idea where you get the last one from if it's a company that's been around for a long time.
Then you can see what happens to the shares and how you can take proper ownership of them. I have no idea what arrangements are typically made in divorce settlements but is it possible the shares were written into a trust of some sort?
Perhaps the firm who handled the divorce could tell you or the executor more information.
Mum is currently looking for the divorce papers. The company was sole trader up till 2003 so hopefully all the paperwork is still here. Then you can see what happens to the shares and how you can take proper ownership of them. I have no idea what arrangements are typically made in divorce settlements but is it possible the shares were written into a trust of some sort?
Perhaps the firm who handled the divorce could tell you or the executor more information.
If she cant find them as she has moved several times and downsized i will get her to contact her solicitor to see where we go.
Will update if/when anything comes to light.
Thats where it is getting interesting, as yet (i know only a week ago) it seems dad didnt make a will. 
why i dont know, if he did it isnt being disclosed. The estate will be in the region of £1million which includes the house and his cars.
Think it will be wise to get some legal help very soon.
why i dont know, if he did it isnt being disclosed. The estate will be in the region of £1million which includes the house and his cars. Think it will be wise to get some legal help very soon.
ewenm said:
If step-mum and dad are married then, without a will, won't the whole estate just go to her?
I do hope not the plus side is we get the business, as long as we make it work (as it has done for some years). Dad has a collection of cars, two early (1920) Invicta's,two sunbeam Talbots and a Jag XK140. personally i would like to keep them as they are all increasing in value, from a few hints she wants to sell them all.
Sid's Dad said:
If your Dad left no will, his estate passes directly to his next of kin, in strict order of precedence. In this case his estate will pass to his wife. It doesn't matter what the divorce settlement says - if the shares were owned by your father, and he failed to make a will, then he has simply not abided by his divorce settlement. Doesn't affect the fact that the shares go to his wife.
Your mother may be able to sue his estate for breach of the divorce settlement, but be prepared for one hell of a big bill.
Of course, your step mother may choose to pass the shares on to you children if she agrees it was your fathers wish that you were to receive them.
For the rest of us - especially anyone who hasn't got around to making a will yet - there is a lesson: this is exactly the kind of mess you leave around if you fail to make a will.
It would seem the case, step mother has said its ours and will if needed sign it over so hopefully that is covered. Your mother may be able to sue his estate for breach of the divorce settlement, but be prepared for one hell of a big bill.
Of course, your step mother may choose to pass the shares on to you children if she agrees it was your fathers wish that you were to receive them.
For the rest of us - especially anyone who hasn't got around to making a will yet - there is a lesson: this is exactly the kind of mess you leave around if you fail to make a will.
Someone mentioned to me intestancy, and ill need to look into this. But dont want to rock the boat too much before the business is sorted.
If im honest i cant believe he didnt make a will as he has been Ill for 3 years now. It was mentioned at one point and his reply was everything is in place. Not sure what/where or even if step mum is withholding it.
Just a quick update on this,
WHAT A COMPLETE f
k UP!!!!!!!! that is all.
Note to ANYONE if you have a step mum do NOT trust them.
Sadly it looks like we will have to pay the estate for dads business albeit he was giving it to us as a gift.
His estate is worth in the region of £750-800k yet we are set to get nothing and have the privilege of paying for the family business.
As all the money (so we are told but dont completely trust) is in the house and Classic cars she gets the lot under intestancy rules.
Have a meeting on monday with a Intestancy solicitor to see what options are available. Our main gripe being that once it is all handed over to her when she passes away HER children alone will get the estate.
WHAT A COMPLETE f
k UP!!!!!!!! that is all. Note to ANYONE if you have a step mum do NOT trust them.
Sadly it looks like we will have to pay the estate for dads business albeit he was giving it to us as a gift.
His estate is worth in the region of £750-800k yet we are set to get nothing and have the privilege of paying for the family business.
As all the money (so we are told but dont completely trust) is in the house and Classic cars she gets the lot under intestancy rules.
Have a meeting on monday with a Intestancy solicitor to see what options are available. Our main gripe being that once it is all handed over to her when she passes away HER children alone will get the estate.
Edited by Steve57 on Tuesday 9th September 08:14
sgrimshaw said:
What if you are not prepared to pay her for your father's shares, no law to say you have to.
Why not just wind the business up and start again on your own.
Lots of options to be equally awkward I would have thought - hopefully she will see sense.
This is an option that we are looking into.Why not just wind the business up and start again on your own.
Lots of options to be equally awkward I would have thought - hopefully she will see sense.
Edited by sgrimshaw on Tuesday 9th September 11:26
The solicitor is also looking into the articles of association to see if we can refuse her as a shareholder.
Going to be a long drawn out road me thinks.
No shareholder agreement inplace, main reason being is we never knew we were shareholders. My dad has been Ill for a few years prior to passing away, in Oct 2012 we were given 1 share each (3 of us) and dad kept the remaining. at the same time we were all made directors which i never found out until some 6 months later. Failure on the accountants part? who knows.
So when i spoke to the accountant recently i then found out about the shares
So when i spoke to the accountant recently i then found out about the shares
Well, latest is my sister and me went to see her on monday evening, had a lengthy discussion which if truth told dont think got us anywhere. BUT the end result was she has said we will be included in her Will, but she has yet to do that. Hmmmm.
The business side of things is the awkward one tho. Her words, when your dad died it all became MINE!!!! i can sign the business over but now you have involved a solicitor i cant.. WTF, the accountant advised me to get one sorted to deal with it.
As for requesting £40,500 from us for the shares i told her to pock it, dad was giving it to us as a gift, if she wants that money for it we cant afford to buy it, so do as you please with it, Her reply was i DONT want it, ok so give it to us.
Latest is we are waiting for a letter from her accountant (why its not a solicitor i dont know)
The business side of things is the awkward one tho. Her words, when your dad died it all became MINE!!!! i can sign the business over but now you have involved a solicitor i cant.. WTF, the accountant advised me to get one sorted to deal with it.
As for requesting £40,500 from us for the shares i told her to pock it, dad was giving it to us as a gift, if she wants that money for it we cant afford to buy it, so do as you please with it, Her reply was i DONT want it, ok so give it to us.
Latest is we are waiting for a letter from her accountant (why its not a solicitor i dont know)
undred orse said:
You really must take your own legal advice before going further.I think that you are not in full possession of the effects of intestacy.
I cannot emphasise enough that you need advice and guidance urgently.Do not leave something this important to the internet.
Its all in full swing, we are waiting for a reply from her accountant (dont think she has a solicitor involved)I cannot emphasise enough that you need advice and guidance urgently.Do not leave something this important to the internet.
Greg66 said:
Your best and possibly only negotiating chip is likely to be that she can't run the business without you, and were you all to resign tomorrow the company would collapse leaving everyone with nothing. OTOH the lifetime of this chip isn't long: once she finds directors who can replace you, you're fooked.
Sorry. Horrible situation to be in.
I said this to her earlier in the week, her reply was i dont want the company, ok so sign it over as dad wished as a gift, as above we are waiting the reply from her side on this matter. Sorry. Horrible situation to be in.
Edited by Greg66 on Thursday 11th September 21:36
Guess it time for an update, Still on going.
6 months ago we had a letter stating she would transfer for Nil consideration, then changed her mind in april. we have had a barrister look at the articles and we can refuse her as shareholder as long as we have a truly valid reason. At the moment we are also looking at making her redundant as she has NO input into the company and draws around £500 per month from it, wages only part is £48 per week so it will cost us around £2k and we save £500 per month so the Solicitor is looking into this.
Apart from that they have been very slow in replying so it seems to take an age to get a reply of any sort.
I wont lie, its starting to get to me now and I'm very tempted to walk away if the right offer came along.
6 months ago we had a letter stating she would transfer for Nil consideration, then changed her mind in april. we have had a barrister look at the articles and we can refuse her as shareholder as long as we have a truly valid reason. At the moment we are also looking at making her redundant as she has NO input into the company and draws around £500 per month from it, wages only part is £48 per week so it will cost us around £2k and we save £500 per month so the Solicitor is looking into this.
Apart from that they have been very slow in replying so it seems to take an age to get a reply of any sort.
I wont lie, its starting to get to me now and I'm very tempted to walk away if the right offer came along.
Its been a tough few years but yes we have been running ok, many times i and the wife have said lets just walk away and start fresh. Most of the customers are long term so would follow me im sure but we battled through thinking that Dad wanted us to continue with it. Hopefully once we are finally free we can then look forward and progress the business even further.
jeff666 said:
Good news on the business front OP,
Can I ask weather or not you inherited any of your Fathers estate ?
erm, nope not a penny. I have given up on any of it altho i was told by my dad many years ago when he bought my Tuscan for me that it would come out of my inheritance. one for the lawyers in a few years i guess. Can I ask weather or not you inherited any of your Fathers estate ?
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