Can spouse (5% shareholder) control company if other 95% shareholder dies

[samsg30]

I have a limited company and sole director (with no company secretary) with 100% shareholding.

My wife is permanent employee already earning higher rate salary.

I am concerned in case of demise and absense of Will, there will be no one to make decision about company and it will be too costly and painful to go through legal court proceedings.

I read that it is good to make your spouse (or whoever you want to benefit from company assets) company secretary who can appoint herself as 100% shareholder in case of sole director's demise but she needs to be paid atleast minimum wages to hold that position.
In my case, she'll be paying straight 40% tax and NI on it so no benefit

What if she's made 5% shareholder and me as 95% shareholder, will that give her enough powers to control the company affairs and assets in case of my death and no Will is produced?

Are there any complications and catches from HMRC point of view to make her 5% shareholder?

Appreciate your expert advice.

[northernladuk]

The company is an asset when it comes to divorce so you'd think you'll be fine?

Here..

http://www.ukbusinessforums.co.uk/th...y-dies.179570/

[Alan @ BroomeAffinity]

Can spouse (5% shareholder) control company if other 95% shareholder dies

I think you're confusing a couple of issues: a company secretary in place makes it easier to administer the company assets in the event you pop your clogs. But they'd still need to distribute assets in accordance with your will and under instruction of the executor. If you die intestate it's different but your shareholding is still treated the same as the rest of your estate, more or less.

And a company secretary doesn't need to be paid a wage.

[BackupBoy]

Make. A. Will.

[samsg30]

I think you're confusing a couple of issues: a company secretary in place makes it easier to administer the company assets in the event you pop your clogs. But they'd still need to distribute assets in accordance with your will and under instruction of the executor. If you die intestate it's different but your shareholding is still treated the same as the rest of your estate, more or less.

And a company secretary doesn't need to be paid a wage.

Ah.. so company secretary doesn't automatically becomes decision maker given that she's the only officer left in the company and there's no Will left by director? In that case, does it make more sense to make my wife director of the company with just 5% shareholding and on my death, she can become 100% shareholder under intestatcy law (without Will).
My whole purpose is to find out least painful way to transfer 100% business assets to wife when she'll be going thru trouble time in such event.

btw. many posts suggest company secretary should be paid min wages which I don't want to given she'll already on higher tax rate. Not sure if being director she should be paid salary if other director (which is me 95%) is taking salary.

Apologies for two questions in one post... if it breaches the rule, I'll post another thread to separate out these.

[samsg30]

Make. A. Will.

So just making a Will without appointing wife as director / company secreatary / shareholder will solve the purpose of transferring estate to her without going through painful legal process.

Secondly, is that Will expenses covered within business expenses if Will is purely for businiess purpose and does not contain info about other personal assets?

[northernladuk]

Is a will a business expense? Is it wholly and exclusively with no personal benefit?

They are a few hundred tops. Make a full one and do it properly.

[administrator]

Surely you wouldn't need to make a will. As your wife she is first inline so your shareholding in the business will immediately pass to her should you die. A will would only be useful if you wanted to do something other than pass it to your next of kin...

[Alan @ BroomeAffinity]

So just making a Will without appointing wife as director / company secreatary / shareholder will solve the purpose of transferring estate to her without going through painful legal process.

Secondly, is that Will expenses covered within business expenses if Will is purely for businiess purpose and does not contain info about other personal assets?

Yes. Essentially. But I think I there's still problems when the company has no office holders. I had a similar situation with a client a while back but tbh a can't recall. If you want to pm me your email address I can check tomorrow and come back to you.

[administrator]

Is a will a business expense? Is it wholly and exclusively with no personal benefit?

They are a few hundred tops. Make a full one and do it properly.

Definitely not a business expense. Like I said though, wife is next of kin, I don't see the point in doing it. Did it with my other half as we aren't married and wanted to make sure everything went to her rather than the kids should I die. Personally I wouldn't have done it if we were married as it would all pass to her anyway.