If a company director has a stroke or an accident and does not have the mental capacity to make decisions (or sign pay cheques!) it’s crucial that the Company doesn’t have to start asking the Courts to agree on all management decisions.
If you are necessary to the running of your business then Directors Lasting Powers of Attorney are just as essential as you are. The situation is even more critical for sole traders and partners. A simple miss-step or car accident or stroke could paralyse or kill off the business. So call us today, it won’t cost a fortune to put protection in place.
It is also pretty crucial that the attorney sent in to deputise for the director is appropriate. Their wife or husband or eldest child might be great at domestic stuff, but a total nightmare when it comes to running a company!
What is needed is for all company directors to have suitable Lasting Powers of Attorney Property and Financial Affairs (prepared by us – unless of course your company advisers have already alerted the board to this crucial issue.)
But you can’t have different Attorneys doing different things on one LPA. According to the Office of the Public Guardian: “In this specific case you would need to create 3 separate LPAs for each attorney specifying what their role would be as you cannot assign specific attorney’s roles within an LPA if appointed jointly and severally.” But you CAN appoint different attorneys to carry out different tasks – you just have to allocate specific tasks or areas to specific attorneys.
Not all Articles of Association allow the delegation potentially effected by directors Lasting Powers of Attorney when things go wrong, but the model articles introduced by the Companies Act 2006 apply to all new companies incorporating under the Companies Act 2006 on or after 1 October 2009.
Here’s an extract from the Model Articles for standard Limited Companies: (yours may of course differ.)
“Directors may delegate
5.—(1) Subject to the articles, the directors may delegate any of the powers which are conferred on them under the articles—
(a) to such person or committee;
(b) by such means (including by power of attorney);
(c) to such an extent;
(d) in relation to such matters or territories; and
(e) on such terms and conditions;
as they think fit.
(2) If the directors so specify, any such delegation may authorise further delegation of the
directors’ powers by any person to whom they are delegated.
(3) The directors may revoke any delegation in whole or part, or alter its terms and conditions.”
“Votes of members
- Subject to any rights or restrictions attached to any shares, on a show of hands every member who (being an individual) is present in person or (being a corporation) is present by a duly authorised representative, not being himself entitled to vote, shall have one vote and on a poll every member shall have one vote for every share of which he is the holder.
- In the case of joint holders the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders; and seniority shall be determined by the order in which the names of the holders stand in the register of members.
- A member in respect of whom an order has been made by any court having jurisdiction whether in the United Kingdom or elsewhere) in matters concerning mental disorder may vote, whether on a show of hands or on a poll, by his receiver, curator bonis or other person authorised in that behalf appointed by that court, and any such receiver, curator bonis or other person may, on a poll, vote by proxy. Evidence to the satisfaction of the directors of the authority of the person claiming to exercise the right to vote shall be deposited at the office, or at such other place as is specified in accordance with the articles for the deposit of instruments of proxy, not less than forty-eight hours before the time appointed for holding the meeting at which the right to vote is to be exercised and in default the right to vote shall not be exercised.
- No member shall vote at any general meeting or at any separate meeting of the holders of any class of shares in the company, either in person or by proxy, in respect of any share held by him unless all moneys presently payable by him in respect of that share have been paid.
- No objection shall be raised to the qualification of any voter except at the meeting or adjourned meeting at which the vote objected to is tendered, and every vote not disallowed at the meeting shall be valid. Any objection made in due time shall be referred to the chairman whose decision shall be final and conclusive.
- On a poll votes may be given personally or by proxy. A member may appoint more than one proxy to attend on the same occasion.
- The appointment of a proxy shall be executed by or on behalf of the appointor and shall be in the following form (or in a form as near thereto as circumstances allow or in any other form which is usual or which the directors may approve) –
The last little bit does rather put things in doubt unless there is a formal resolution to allow directors Lasting Powers of Attorney to be legally effective.