The First Two Weeks After a Company Owner Dies

When a sole director dies, the family is handed a company that nobody can legally run and a list of tasks nobody prepared them for. This page sets out what to do, step by step, in the order the first two weeks actually arrive — not in the tidy legal order a solicitor would file it under. The order matters, because some steps unlock others, and doing them out of sequence wastes days you do not have.

The most useful thing to understand on day one is that most of the fortnight is spent rebuilding authority the company has lost. A limited company acts through its directors, and when the only one dies it can sign nothing, pay nobody and decide nothing until someone with the right to act steps in. Almost everything below is either a step that restores that authority or a step that keeps the wheels turning until it is restored.

So this is a checklist for a company owner's death written from the family's chair: register the death, get certificates, tell the bank, sort payroll, notify insurers and lenders, deal with Companies House, appoint a director, and only then reach probate. Work down it in roughly that order and you hit each problem when it becomes urgent, rather than discovering it three weeks late.

Start here: why the order helps

There is a difference between the order lawyers describe these tasks in and the order a family actually meets them. Legal guides are organised by topic — probate, company law, employment, tax — which is logical but useless at 8am on the second day, when you do not yet know which topic your next problem belongs to.

The sequence below is built the other way round, from what becomes urgent first. Certificates come before everything because everything else asks for one. The bank comes early because the freeze on the account shapes every payment decision that follows. Payroll comes before the slower company-law steps because people have rent to pay and cannot wait for a grant of probate. Probate itself comes last on the list precisely because it takes the longest and blocks the fewest immediate tasks.

One caution before you start. If the business has a second director still living, most of the paralysis simply does not happen, and your fortnight is far calmer — the company can keep acting throughout. This checklist is written for the harder case, the company left with nobody able to sign, but read the surviving-director situation separately if that is you, because the two are constantly confused online.

The first few days: register the death and order certificates

Nothing else can really begin until the death is registered and you hold the death certificate, because it is the first thing every bank, insurer, registrar and lender asks to see. In England, Wales and Northern Ireland a death must normally be registered within five days; in Scotland the limit is eight. You can start the process through the gov.uk guide to registering a death, which tells you which register office to use and what to bring.

The one decision here that saves the most time is buying several certified copies at the point of registration. A company death touches more organisations than a personal one — the business bank, the personal bank, HMRC, the pension provider, the insurer, one or more lenders, the accountant and Companies House can each want to see an original. If you hold a single copy you end up posting it round the country one body at a time, waiting for each to return it. Order a handful at once and you can approach everyone in parallel.

While you are gathering paperwork, find two documents specifically: the company's articles of association and the will. The articles decide whether appointing a new director is straightforward or needs a court; the will decides who has authority over the estate, and therefore over the shares. You will not act on either in week one, but knowing where they are shapes everything that follows.

Tell the bank, and plan for a frozen account

Notifying the business bank is an early step, but understand what it does. Telling the bank does not open the account up to the family — it usually freezes it. Once a bank knows the sole signatory has died, it stops honouring instructions until someone with authority is in place, because there is no longer anyone entitled to move the company's money.

That freeze is the single biggest practical problem of the fortnight, so plan around it rather than being surprised by it. Standing orders and direct debits out of the account may fail. Card payments stop. Incoming money still arrives, but it lands in an account nobody can draw on. We set out how long that stoppage tends to last, and what it does to wages and suppliers, in how long a company is paralysed after its owner dies.

Do two things at once. Ask the bank exactly what it will and will not do in the interim — some will pay specific creditors, such as wages or a funeral invoice, on evidence, even while the account is frozen. And check whether any facility on the account, such as an overdraft or loan, is backed by a personal guarantee or a charge over the owner's home, because that changes who is exposed and how urgently. We cover that in why your home may be security for the company overdraft.

Payroll and the people who work there

If the company employs anyone, payroll is the step that cannot slip, and it often falls due while the account is still frozen and before anyone has authority. Staff have rent and bills, and a missed payroll turns loyal people into a crisis of its own within days.

Work out three things quickly: when the next pay run is due, where the money to fund it will come from while the account is locked, and who can physically run the payroll software or instruct the accountant. If the late owner did the payroll personally, the login and the figures may be locked inside their own devices and email, which is a common and maddening obstacle — our guide on getting into the owner's phone and iCloud after they die explains the realistic routes in.

Speak to the accountant early, because they can often keep PAYE and pension submissions running and advise on what the company can lawfully pay before authority is restored. Where the business simply cannot fund wages during the gap, tell staff honestly and promptly rather than letting a payday pass in silence; people forgive a difficult conversation far more readily than a wage that does not arrive without warning.

Insurers, lenders and the landlord

The middle of the fortnight is about protecting what the business still owns and holding off the people it owes. Take them in order of what does damage fastest if ignored.

Insurers come first, because a lapse leaves the business exposed at exactly the wrong moment. Check that premises, stock, vehicle, professional indemnity and any public liability cover are paid up and will not fail because a direct debit bounced off the frozen account. If the company held key person or shareholder cover on the owner, this is when you find the policy and start a claim, as the money it releases is often what keeps the company solvent through the gap.

Lenders and finance houses come next. A company loan, asset finance or a commercial lease may have clauses triggered by the death or by missed payments, and a lender who hears from you early is far easier to deal with than one chasing arrears. If there is a personal guarantee behind any of it, the exposure can reach the estate and the family home, so establish what is guaranteed before, not after, a demand lands. The landlord, suppliers on credit terms and any invoice finance provider round out the list — a short, factual note to each explaining the position and asking for time buys goodwill that silence destroys.

Companies House, the articles and the will

Around now the company-law steps become live. Companies House must be told that the director's appointment has ended, normally within 14 days of the death, using the online service or the paper form; the guidance sits on gov.uk's pages on running a limited company. Keeping the public register accurate matters, because banks, customers and lenders check it before dealing with the company.

This is also the point to read the articles of association properly rather than glance at them. Modern companies incorporated from October 2009 usually adopt articles that contain a rescue: a provision letting the deceased's personal representatives appoint a new director once they can prove their entitlement. Older companies, and those with bespoke articles, may have no equivalent, in which case a court application can be needed instead. We explain how to tell which you have in why companies incorporated before 2009 may lack the rescue provision.

The will sits alongside the articles because it names the executors, and it is the executors — or, where there is no will, the administrators — who will eventually exercise the deceased's rights as shareholder, including appointing that new director. Finding the will early tells you who will hold the reins, which is often a different person from whoever has been keeping the business breathing day to day.

Restoring authority, and why probate comes last

The step that actually ends the paralysis is appointing a director, because that restores the company's ability to sign, pay and decide. Where the articles contain the rescue provision, the personal representatives can serve a written notice appointing someone, though in practice a bank or registrar will usually want to see a grant of probate before it treats that appointment as proven. Where the articles lack the provision, the route is slower and may need the court.

Probate itself is genuinely the last item on the fortnight's list, and that placement is deliberate. It takes weeks and often months, it cannot be hurried by worry, and very little in the first two weeks is truly blocked by it — you can register, order certificates, notify the bank, protect insurance, talk to lenders and file at Companies House without it. What you cannot finish without it is the transfer of the shares and, usually, the bank's acceptance of the new director. So apply for it as soon as the estate is valued, then get on with everything else while it works its way through.

Money coming into the business during the gap does not stop simply because the owner has died. Work invoiced or completed before the death is still owed, and where it is paid after the business winds down it may be treated as a post-cessation receipt for tax; we explain that in invoices that pay after death and how post-cessation receipts are taxed. If this fortnight has shown you how exposed a one-person company is when its owner dies, the structural fix is cover sized to carry the business and the family through exactly this gap — you can read how much key person cover a small company needs, and when you are ready you can get life insurance quotes through an FCA-authorised broker.

Scotland and Northern Ireland

The shape of the fortnight is the same across the UK, but two things differ. In Scotland a death must be registered within eight days rather than five, and the grant that proves an executor's authority is called confirmation, obtained through the sheriff court rather than the probate registry. Company law itself is UK-wide, so the Companies House step, the articles and the director appointment work identically wherever the company is based.

In Northern Ireland probate is granted through its own courts, with its own forms and timescales, and the death is registered through the local district registration office. None of these differences changes the underlying order of the checklist — certificate first, authority last — but they change the names on the paperwork and the office you deal with. You can find the rest of this topic through our guide to what dies with a business owner.

Frequently asked questions

What are the first things to do when a sole director dies?

Register the death and obtain several certified certificates, tell the bank and the accountant, work out how staff will be paid, notify the insurers and any lender, and find the articles of association and the will. Appointing a director and applying for probate come afterwards, and both take much longer, so start the quick, unlocking steps first and let the slow legal ones run in the background.

How many death certificates will the family need?

More copies than you expect. Banks, insurers, lenders, registrars, the accountant and HMRC each want to see one, and several will not accept a photocopy. Ordering several extra certified copies at the point when you register the death costs little and saves weeks of posting a single certificate around the country and waiting for each organisation to return it before the next can start.

When can the company start trading normally again?

Once somebody has authority to act: a surviving director, a newly appointed director, or personal representatives who can prove their entitlement. For a company with a single shareholder-director that usually means waiting on the grant of probate before the bank and others will move, so plan the first weeks on the assumption that the business account stays frozen and nobody can sign until that authority is restored.