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Old 03.11.2020, 01:17
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What happen when a company director dies

Dear all,

My dad is a swiz/British national and rest of family are British. He passed away recently unexpectedly. He was the only director of 5 swiz companies which i have very little access or knowledge. Is it simple to transfer directorship under any of our family members name? we also have one property in swiz which he hasn't passed on to us by way of writing a will. Can British person own a property or can we sell it?

Please advice with your guidance. Thanks
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Old 03.11.2020, 11:25
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Re: What happen when a company director dies

Sorry for the loss of your father.

In the event of death without a Will, Swiss cantonal law determines the heirs (and can also override the Will if it contradicts Swiss inheritance law). Generally, assets of the deceased are passed to an Erbengemeinschaft, which is a kind of "partnership of the heirs" and different from the English law estate concept.

It might be worthwhile to determine the companies that your deceased father owned by searching on:

https://www.zefix.ch/en/search/entity/welcome

https://www.uid.admin.ch/Pages/search.aspx?lang=en

This search should work for "personal companies", such as sole proprietorships, and also GmbHs (LLCs) but not for AG (corporations).

For inheritance next steps, the next of kin should contact the cantonal officials in the canton where your father was resident.
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Old 03.11.2020, 11:41
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Re: What happen when a company director dies

Directorships don't pass on. The company needs to appoint new directors.

The shareholders can pass a resolution to appoint new directors.

Now it depends on where the company is incorporated on the rules (are these Swiss or UK companies for example?)

However, in general, if the deceased is the only shareholder, then the shares need to pass to the new owners, the owners then appoint new directors - unless the articles of the company foresee this situation and allow the representatives of the deceased director/shareholder to appoint new directors directly, you can get in a messy situation where there are no directors to transfer shares and no shareholders to appoint a new director - in which case the court may need to step in to resolve.
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Last edited by Phil_MCR; 03.11.2020 at 16:22.
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Old 03.11.2020, 14:22
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Re: What happen when a company director dies

and when a relative accepts inheritance, they also accept any known or unknown debts. It can be a difficult call if you don't know the financial state of those companies.
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Old 03.11.2020, 15:23
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Re: What happen when a company director dies

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and when a relative accepts inheritance, they also accept any known or unknown debts. It can be a difficult call if you don't know the financial state of those companies.
No itís a company so a separate entry. Not like inheritance from a person
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Old 03.11.2020, 16:00
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Re: What happen when a company director dies

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No itís a company so a separate entry. Not like inheritance from a person
The property may be treated as a personal inheritance however depending on what sort of property it is.

There are probably two totally separate issues to be dealt with here.
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Old 03.11.2020, 17:26
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Re: What happen when a company director dies

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The property may be treated as a personal inheritance however depending on what sort of property it is.

There are probably two totally separate issues to be dealt with here.
Assuming it's solvent & has any assets, I was responding to our learned expert who believed that a companies debts would be payable by the person that inherited them which is totally incorrect.
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Old 03.11.2020, 18:15
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Re: What happen when a company director dies

I was of course talking about the property mentionned, as a general warning. OP has to find out under which Regime the succession will be dealt with, Swiss, UK or ??? OP does not state where the father was a permanent resident.
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Old 03.11.2020, 18:49
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Re: What happen when a company director dies

You don't say where you (or the other heirs) are resident?
Swiss law is fairly specific in how assets of a deceased are passed on. In simple terms 50% to a surviving spouse and the other 50% to the children.


If you are all living in the UK, and that is the center of your existence, then the Swiss tax authorities can agree for the inheritance to be dealt with by the British.



Further, if living in the UK, was the money to buy the property declared to the British authorities? They may want proof of where the money came from and access if any tax and penalties are due.



It's also possible your father left instructions with the administrator of the company so it's worth chatting to them in the first instance.



As your father was Swiss, this may make matters slightly easier, but the best advice I could give is to see a good tax lawyer in Switzerland. Do not use an English one such as Withers as they are obliged to report back to HMRC. Kellerhals Carrard would be my first choice, but if not them one of the other majors, such as Bar and Karrer.


May I also pass to you my condolences and hope you can sort matters without to much hassle.
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Old 03.11.2020, 19:03
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Re: What happen when a company director dies

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No it’s a company so a separate entry. Not like inheritance from a person
Depends. A "Einzelfirma" is not. A GmbH yes.
I was a bit surprised the OP did not worry about employees and business going on, so I conclude these were simply 5 one-man-band companies.

If the father was a employed director (of five companies? WOW, 500% employment could lead to exhaustion) the heirs have nothing to do with it all. And maybe OP meant "Verwaltungsrat" (directorate) of five companies - which would make a little more sense as to the work-load) the same as above - nothing to worry about for the heirs.
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Old 03.11.2020, 19:16
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Re: What happen when a company director dies

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Depends. A "Einzelfirma" is not. A GmbH yes.
I was a bit surprised the OP did not worry about employees and business going on, so I conclude these were simply 5 one-man-band companies.

If the father was a employed director (of five companies? WOW, 500% employment could lead to exhaustion) the heirs have nothing to do with it all. And maybe OP meant "Verwaltungsrat" (directorate) of five companies - which would make a little more sense as to the work-load) the same as above - nothing to worry about for the heirs.
An 'Einzelfirma' is not a company & does not have directors so totally irrelevant to the discussion.
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Old 03.11.2020, 19:55
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Re: What happen when a company director dies

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An 'Einzelfirma' is not a company & does not have directors so totally irrelevant to the discussion.
you would be surprised who calls themselves directors
I once had business cards when working for a Swiss company that said I was an engineer

However, OPs post was really not clear. So true to EF standard all possibilities are covered
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Old 03.11.2020, 21:56
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Re: What happen when a company director dies

OP's post said, of the 5 companies, that he/she has "very little access or knowledge" about them. Therefore, presumably also not what kind of businesses they are, in their legal personhood.

So yes, fatmanfilms, if these are, indeed, fully fledged formal "companies" then you are right that they do not concern the heirs. Even so, I think the warnings given by JackieH, BelgianMum and Curley are wise. If nothing else, they alert OP, who seems to be British, in London, that things tick very differently here in Switzerland, from the UK.

OP, the entire assets of the deceased, personally, (which may include shares in companies) make up the estate. The deceased's estate may be in debt, or not.

Here https://www.ch.ch/en/inheritance/ you'll find good explanations of the basics of how things work in Switzerland.

This section explains something about the documentation that an heir could need:
https://www.ch.ch/en/requesting-a-ce...f-inheritance/
and this section explains the warning about deciding whether or not to accept inheriting debt:
https://www.ch.ch/en/disclaiming-an-inheritance
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Old 03.11.2020, 23:49
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Re: What happen when a company director dies

Sorry for your loss.


OP - If your family needs tax advice as mentioned above, I have a contact who is a former partner of Bar & Karrer but is now working on his own account. Highly exerienced, but not as expensive...


As mentioned in previous posts, the situation totally depends on the type/jurisdiction of companies; whether your father was director only, or shareholder, or beneficial owner as well; and what (if anything) is written into the Memorandum & Articles of the company or other company documents regarding succession.


Begin by researching the companies. Most of the info on directors/shareholders/registered agents is publicly available data, so that's your starting point.



(I have a lot of experence of this thanks to my day job... pm me privately if you need further tips on where/how to look).


Kind regards




Ian
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