What happens if the Director of a Company dies depends on the number of Company Directors and if a will has been made or not. For companies with more than one Director, the surviving Directors can continue to manage the Company without much issue and notifying ASIC is a fairly straight forward process. ASIC can be notified of the death of the Director using a Form 484. A Form 484 is used to notify ASIC of the details of any changes made to a Company. If a new Director is being appointed, this change can be made using the same Form 484. Patricia Holdings can lodge this Form on your behalf and prepare the necessary resolutions for $120+gst.
For Sole Director Companies however, the process is a bit more complicated – especially where the Sole Director is also the Sole Shareholder.
For those that have organised a will, section 201F of the Corporations Act 2001 provides that in the event of the death of a single Member/Director a Pty Ltd company, the executor or other personal representative appointed to administer the deceased’s estate may appoint a new Director to the company. This section also provides that this newly appointed Director has all the powers, rights and duties of the deceased Director and can keep the Company running until shares are transferred out to beneficiaries who may then appoint new Directors if they wish.
Once an executor or administrator has been appointed, ASIC should be notified via a Form 484. ASIC would also need to be notified if/when a replacement Director is appointed.
If the Sole Director of a Company dies without leaving a will, the death will usually leave the Company without any person properly authorised to immediately manage the Company.
