Section 209 of The Companies Act 2016
1. Where a company has only one director or the last remaining director, that director shall not resign office until that director has called a meeting of members to receive the notice of the resignation and to appoint one or more new directors.
- This applies to a company whose sole director is also the sole shareholder.
2. For the purpose of appointing a new director, in the event of the office of a sole director or the last remaining director of the company being vacated due to the following circumstances:
- Disqualified from being a director under Sections 198 or 199; or
- Becomes of unsound mind or a person whose person or estate is liable to be dealt with in any way under the Mental Health Act 2001; or
- Dies; or
- Vacates office in accordance with the Constitution of the Company;3. The Company Secretary shall, as soon as practicable, call a meeting of the next of kin, other personal representatives or a meeting of members, as the case may be.
3. Where the next of kin, personal representatives or members fail to appoint a director within 6 months of the death of the last director, the Registrar may direct the Company to be struck off in accordance with Subdivision 1 of Division 4 of Part IV.
4. Where a sole director who is also the sole shareholder of a company is unable to manage the affairs of the Company by reason of his mental incapacity, the committee appointed under the Mental Health Act 2001 to manage his estate may appoint a person as a director.