There are no automatic transfer notices on death.
The deceased shareholder bequeathed the shares to his wife in his will and, although he nominated an executor in the will, his affairs are sufficiently complex to delay probate by several months so there will be no executor for some time able to exercise any voting powers or to attend a shareholders' meeting.
The Articles are 1985 as amended with no relevant modifications to Table A.
Article 40 therefore provides "No business shall be transacted at any meeting unless a quorum is present. Save in the case of a company with a single member two persons entitled to vote upon the business to be transacted, each being a member or a proxy for a member or a duly authorised representative of a corporation, shall be a quorum."
In this case there are two shareholders, the deceased and his wife who has been bequeathed his shares in his will. Because of the delays with probate there is no executor to act on the shares.
Although they are still in the registered ownership of the deceased it could be argued that they are beneficially owned by the widow and therefore there is only one member.
Likewise, it could be argued that because the shares are in limbo there is only one member (the widow) who is entitled to vote on the business.
However, conversely, it could be argued that there remain two members and therefore until probate it will be impossible to form a quorum.
I am sure that this situation must have occurred before and there must be some case law deciding the issue.
I know all that.
What I need to know is whether in the circumstances I have described the widow can form a quorum on her own, being the only person entitled to vote.
What trust or trustees are you referring to?
I am not sure you understand the question, or the ciircumstances.
This is really a matter of who is the shareholder.
a) You seem to acknowledge that the widow is the beneficial owner which would indicate that there is only one shareholder so there is a quorum of one.
b) You then make the distinction that because she is not the registered propietor of the shares there must be two shareholders and so should be a quorum of two.
c) However because there is only one shareholder who is entitled to vote (either becasue she is the sole shareholder under a) above or because the other shareholder is not entitled to vote because he is dead and without probate there is no executor to excercise any vote on his behalf) then it seems to me that the quorum reverts to one.
d) However you are appearing to say that it does not, but without giving any reasons in law.
e) It is the legal reasoning that I am after. I am not a way around the problem of which there are several, but they each have different complications. I just don't want to incur those added complications unnecessarily which is why I need to be absolutely certain of my legal ground before proceedibg one way or the other.
If you are not able to do so then please just say so and we will end it there. Please don't just guess - I can do that!
I gave up because I asked for a quick answer. I got neither a quick one nor one that provided me with any degree of confidence that it was the correct one. It appeared that your Expert did not understand the question and gave conflicting answers and generally seemed not to understand the point which has still not been answered.
I now have received my credit card statement and believe I have been misled by your statement that I would only have to pay if I was 100% satisfied which I am not.
Please arrange an immediate refund.