Director with dementia - advice sought please
Discussion
With reference to my previous thread below.
Summary: Newly formed company, director has dementia, unable to open a business bank account and directors relatives apparently do not have power of attorney and have become incommunicative with us.
https://www.pistonheads.com/gassing/topic.asp?h=0&...
Following some research I learned that upon obtaining a medical report from a doctor treating the dementia patient, the directorship is automatically terminated.
Due to the relative we were dealing with ignoring our communications, I propose to send the the following in writing;
Would this leave us open to legal action from the family?
Summary: Newly formed company, director has dementia, unable to open a business bank account and directors relatives apparently do not have power of attorney and have become incommunicative with us.
https://www.pistonheads.com/gassing/topic.asp?h=0&...
Following some research I learned that upon obtaining a medical report from a doctor treating the dementia patient, the directorship is automatically terminated.
Due to the relative we were dealing with ignoring our communications, I propose to send the the following in writing;
Would this leave us open to legal action from the family?
proposed letter said:
Dear <family member>,
I am writing to you with regard to your mother, Ms. <redacted>.
The <redacted> Management Company was incorporated under the Companies Act of 2006. Therefore, we must adhere to the guidelines outlined within this act and the model articles (standard default articles a company can use, prescribed by the Companies Act 2006).
Regarding the mental health of directors, the Companies Act of 2006 states;
For companies who have been incorporated using the Model Articles post April 2013 are now governed by Article 18 (d) which states that a person ceases to be a director as soon as—
“a registered medical practitioner who is treating that person gives a written opinion to the company stating that that person has become physically or mentally incapable of acting as a director and may remain so for more than three months”.
The directorship will therefore automatically terminate in cases where there is a written opinion by a treating doctor that the director is physically or mentally incapable to continue in the role for more than three months. No agreement of the other directors (as to the termination or as to whether the person in question in fact lacks mental capacity) is needed.
We require a written opinion from you by a treating doctor stating that the Ms <redacted> is physically or mentally incapable of continuing in the role of director.
Once we receive this written opinion, we can remove Ms. <redacted> as a director, allowing the company to obtain a business bank account.
If we don't hear from you within thirty (30) days of this notice, we will assume that Ms <redacted> is mentally incapable to continue in the role, and we will exercise the right as a company to remove her as director.
I want to emphasise that this does not affect Ms. <redacted>' rights as a property owner within The <redacted>. She will retain her right to a share of one English Pound (£1.00).
Removing her as a director will simply remove her right to a say in the day-to-day operations of the company.
Yours sincerely,
I am writing to you with regard to your mother, Ms. <redacted>.
The <redacted> Management Company was incorporated under the Companies Act of 2006. Therefore, we must adhere to the guidelines outlined within this act and the model articles (standard default articles a company can use, prescribed by the Companies Act 2006).
Regarding the mental health of directors, the Companies Act of 2006 states;
For companies who have been incorporated using the Model Articles post April 2013 are now governed by Article 18 (d) which states that a person ceases to be a director as soon as—
“a registered medical practitioner who is treating that person gives a written opinion to the company stating that that person has become physically or mentally incapable of acting as a director and may remain so for more than three months”.
The directorship will therefore automatically terminate in cases where there is a written opinion by a treating doctor that the director is physically or mentally incapable to continue in the role for more than three months. No agreement of the other directors (as to the termination or as to whether the person in question in fact lacks mental capacity) is needed.
We require a written opinion from you by a treating doctor stating that the Ms <redacted> is physically or mentally incapable of continuing in the role of director.
Once we receive this written opinion, we can remove Ms. <redacted> as a director, allowing the company to obtain a business bank account.
If we don't hear from you within thirty (30) days of this notice, we will assume that Ms <redacted> is mentally incapable to continue in the role, and we will exercise the right as a company to remove her as director.
I want to emphasise that this does not affect Ms. <redacted>' rights as a property owner within The <redacted>. She will retain her right to a share of one English Pound (£1.00).
Removing her as a director will simply remove her right to a say in the day-to-day operations of the company.
Yours sincerely,
TonyRPH said:
With reference to my previous thread below.
Summary: Newly formed company, director has dementia, unable to open a business bank account and directors relatives apparently do not have power of attorney and have become incommunicative with us.
https://www.pistonheads.com/gassing/topic.asp?h=0&...
Following some research I learned that upon obtaining a medical report from a doctor treating the dementia patient, the directorship is automatically terminated.
Due to the relative we were dealing with ignoring our communications, I propose to send the the following in writing;
Would this leave us open to legal action from the family?
Why would you form a new company with a director who has dementia?Summary: Newly formed company, director has dementia, unable to open a business bank account and directors relatives apparently do not have power of attorney and have become incommunicative with us.
https://www.pistonheads.com/gassing/topic.asp?h=0&...
Following some research I learned that upon obtaining a medical report from a doctor treating the dementia patient, the directorship is automatically terminated.
Due to the relative we were dealing with ignoring our communications, I propose to send the the following in writing;
Would this leave us open to legal action from the family?
proposed letter said:
Dear <family member>,
I am writing to you with regard to your mother, Ms. <redacted>.
The <redacted> Management Company was incorporated under the Companies Act of 2006. Therefore, we must adhere to the guidelines outlined within this act and the model articles (standard default articles a company can use, prescribed by the Companies Act 2006).
Regarding the mental health of directors, the Companies Act of 2006 states;
For companies who have been incorporated using the Model Articles post April 2013 are now governed by Article 18 (d) which states that a person ceases to be a director as soon as—
“a registered medical practitioner who is treating that person gives a written opinion to the company stating that that person has become physically or mentally incapable of acting as a director and may remain so for more than three months”.
The directorship will therefore automatically terminate in cases where there is a written opinion by a treating doctor that the director is physically or mentally incapable to continue in the role for more than three months. No agreement of the other directors (as to the termination or as to whether the person in question in fact lacks mental capacity) is needed.
We require a written opinion from you by a treating doctor stating that the Ms <redacted> is physically or mentally incapable of continuing in the role of director.
Once we receive this written opinion, we can remove Ms. <redacted> as a director, allowing the company to obtain a business bank account.
If we don't hear from you within thirty (30) days of this notice, we will assume that Ms <redacted> is mentally incapable to continue in the role, and we will exercise the right as a company to remove her as director.
I want to emphasise that this does not affect Ms. <redacted>' rights as a property owner within The <redacted>. She will retain her right to a share of one English Pound (£1.00).
Removing her as a director will simply remove her right to a say in the day-to-day operations of the company.
Yours sincerely,
I am writing to you with regard to your mother, Ms. <redacted>.
The <redacted> Management Company was incorporated under the Companies Act of 2006. Therefore, we must adhere to the guidelines outlined within this act and the model articles (standard default articles a company can use, prescribed by the Companies Act 2006).
Regarding the mental health of directors, the Companies Act of 2006 states;
For companies who have been incorporated using the Model Articles post April 2013 are now governed by Article 18 (d) which states that a person ceases to be a director as soon as—
“a registered medical practitioner who is treating that person gives a written opinion to the company stating that that person has become physically or mentally incapable of acting as a director and may remain so for more than three months”.
The directorship will therefore automatically terminate in cases where there is a written opinion by a treating doctor that the director is physically or mentally incapable to continue in the role for more than three months. No agreement of the other directors (as to the termination or as to whether the person in question in fact lacks mental capacity) is needed.
We require a written opinion from you by a treating doctor stating that the Ms <redacted> is physically or mentally incapable of continuing in the role of director.
Once we receive this written opinion, we can remove Ms. <redacted> as a director, allowing the company to obtain a business bank account.
If we don't hear from you within thirty (30) days of this notice, we will assume that Ms <redacted> is mentally incapable to continue in the role, and we will exercise the right as a company to remove her as director.
I want to emphasise that this does not affect Ms. <redacted>' rights as a property owner within The <redacted>. She will retain her right to a share of one English Pound (£1.00).
Removing her as a director will simply remove her right to a say in the day-to-day operations of the company.
Yours sincerely,
OP I'm not sure why you can demand written proof that she has dementia:
"We require a written opinion from you by a treating doctor stating that the Ms <redacted> is physically or mentally incapable of continuing in the role of director.
Once we receive this written opinion, we can remove Ms. <redacted> as a director, allowing the company to obtain a business bank account."
You might be able to ask for written confirmation from a doctor that she doesn't have it & is fit to continue to be a director but why would you be able to insist on a doctor revealing a private medical condition?
"We require a written opinion from you by a treating doctor stating that the Ms <redacted> is physically or mentally incapable of continuing in the role of director.
Once we receive this written opinion, we can remove Ms. <redacted> as a director, allowing the company to obtain a business bank account."
You might be able to ask for written confirmation from a doctor that she doesn't have it & is fit to continue to be a director but why would you be able to insist on a doctor revealing a private medical condition?
Mr Pointy said:
OP I'm not sure why you can demand written proof that she has dementia:
<snip>
You might be able to ask for written confirmation from a doctor that she doesn't have it & is fit to continue to be a director but why would you be able to insist on a doctor revealing a private medical condition?
My post doesn't state that I wish to request proof that she has dementia? (I'm only aware that she has dementia as this is what we have been told - and witnessing her behaviour first hand confirmed this anyway, before we were told).<snip>
You might be able to ask for written confirmation from a doctor that she doesn't have it & is fit to continue to be a director but why would you be able to insist on a doctor revealing a private medical condition?
But my post does state:
We require a written opinion from you by a treating doctor stating that the Ms <redacted> is physically or mentally incapable of continuing in the role of director.
Which has been taken from the advice cited here:
https://anthonygold.co.uk/latest/blog/director-los...
Which states:
site said:
For companies who have been incorporated using the Model Articles post April 2013 are now governed by Article 18 (d) which states that a person ceases to be a director as soon as—
“a registered medical practitioner who is treating that person gives a written opinion to the company stating that that person has become physically or mentally incapable of acting as a director and may remain so for more than three months”.
So I'm not requesting the exact medical condition, just seeking confirmation on their mental state, as highlighted above?“a registered medical practitioner who is treating that person gives a written opinion to the company stating that that person has become physically or mentally incapable of acting as a director and may remain so for more than three months”.
OutInTheShed said:
Directors can be sacked by a majority vote of shareholders.
I'm aware of this but given said director is mentally incapable I believe it's not that straightforward.OutInTheShed said:
It sounds like other directors are falling short of their responsibility and duties here.
Nobody is falling short - we just need to ensure we're doing things correctly under the circumstances.TonyRPH said:
OutInTheShed said:
Directors can be sacked by a majority vote of shareholders.
I'm aware of this but given said director is mentally incapable I believe it's not that straightforward.OutInTheShed said:
It sounds like other directors are falling short of their responsibility and duties here.
Nobody is falling short - we just need to ensure we're doing things correctly under the circumstances.Not making the effort to understand what you can do, can't do, and need to do, is falling short.
It's a serious business and needs to be done right. If that means paying for proper professional advice, get on with it.
Posting half the facts on here and looking for confirmation of your position could end in tears.
OutInTheShed said:
Not having the means in place to pay the bills is 'falling short'.
We have a temporary solution in place for this - less than ideal but it's working for the moment.OutInTheShed said:
Not making the effort to understand what you can do, can't do, and need to do, is falling short.
I have made a concerted effort to understand what we can and can't do - and part of that is what my posts on here are about.OutInTheShed said:
It's a serious business and needs to be done right. If that means paying for proper professional advice, get on with it.
That is the next step - but as money has been somewhat tight, we are trying to explore all other avenues first.OutInTheShed said:
Posting half the facts on here and looking for confirmation of your position could end in tears.
Half the facts?My posts on this topic here have been quite candid, and to provide any more information would mean naming the person concerned and the company name.
With respect, I feel like your posts are something of a personal attack, and yet I've done nothing to insult you.
As someone who has dealt with having an immediate relative dealing with Alzheimer Dementia for nearly a decade, I am not surprised in the slightest the family aren’t engaging.
There are hundreds of things that take priority, that letter would be bottom of the pile as it in no way assists with what is an incredibly difficult situation and adds nothing but stress and an extra task that would need to be dealt with.
As has been said, you need proper legal advice to gather other options and not to bother the family at a difficult and trying time.
There are hundreds of things that take priority, that letter would be bottom of the pile as it in no way assists with what is an incredibly difficult situation and adds nothing but stress and an extra task that would need to be dealt with.
As has been said, you need proper legal advice to gather other options and not to bother the family at a difficult and trying time.
CoreyDog said:
As someone who has dealt with having an immediate relative dealing with Alzheimer Dementia for nearly a decade, I am not surprised in the slightest the family aren’t engaging.
There are hundreds of things that take priority, that letter would be bottom of the pile as it in no way assists with what is an incredibly difficult situation and adds nothing but stress and an extra task that would need to be dealt with.
I understand this - my own mother and my mother in law both had dementia, and we had to obtain power of attorney for both of them (only a couple of years apart) so I understand what the family are going through.There are hundreds of things that take priority, that letter would be bottom of the pile as it in no way assists with what is an incredibly difficult situation and adds nothing but stress and an extra task that would need to be dealt with.
CoreyDog said:
As has been said, you need proper legal advice to gather other options and not to bother the family at a difficult and trying time.
This is indeed the conclusion I have reached, and intend to go down this route now, although no doubt any solicitor we engage will need to communicate with the family, but I guess this will leave the family with no option but to reply.Purely from the relatives standpoint if the persons concerned dementia is much worse than early onset ( which one of your posts suggests is indeed the case ) then the family will unfortunately not be able to get a LPA in place because it’s simply too late.
Instead they will need to apply to the Court of Protection.
This itself could take a minimum of 6 months.
Possibly that’s why they aren’t engaging because they have other more pressing concerns.
If they are able to obtain an LPA though that will still take at least 4 months - possibly longer.
I’m no expert or lawyer ( the above is from me being able to get LPA powers for a relative but timing was close !) but your letter I imagine would be binned by them.
Good luck in sorting but I think spending some money with a solicitor is probably going to be the answer.
Instead they will need to apply to the Court of Protection.
This itself could take a minimum of 6 months.
Possibly that’s why they aren’t engaging because they have other more pressing concerns.
If they are able to obtain an LPA though that will still take at least 4 months - possibly longer.
I’m no expert or lawyer ( the above is from me being able to get LPA powers for a relative but timing was close !) but your letter I imagine would be binned by them.
Good luck in sorting but I think spending some money with a solicitor is probably going to be the answer.
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