Table A Model Articles Regulations 1985

What happens if a sole director and majority shareholder of a company dies where that company adopts the standard Table A Model Articles set out in the Companies (Tables A to F) (Amendment) Regulations 1985?

In a situation where a sole director and majority shareholder of a company incorporated before the Companies Act 2006 came into force that adopts the standard Table A Model Articles set out in the Companies (Tables A to F) (Amendment) Regulations 1985 ("Table A") dies, the company could be left without a director or shareholder. This could have a catastrophic effect on the company's business as its bank account(s) could freeze, it could be struck off the register of companies at Companies House if its necessary filings are not made and it will struggle to carry on with its day-to-day business if the person that is solely responsible for running the company is no longer there.

This demonstrates the importance of ensuring that either the model articles are adopted or bespoke articles of association are prepared by companies where Table A applies.

If a company finds itself in a position where Table A applies and its sole director and shareholder has died, a CPR part 8 claim under section 125 of the Companies Act 2006 would need to be made to rectify the register of the company by striking out the name of the deceased director as majority shareholder and replacing it with the name of whoever is bringing the claim and giving that person authority make the necessary entries on the company's register of members.

If you require assistance with this issue or updating your company's articles of association or other corporate governance documents, please contact Raman Dhillon, Marta Fisher or Chloe Lovelock.