Section 209
Resignation, vacation or death of sole director or last remaining director
(2)
Subsection (1) is also applicable to a company whose sole director is also the sole shareholder.
(3)
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 circumstances referred to in paragraph 208(1)(d), (e), (f) or (g), the 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.
(4)
The secretary shall be entitled to be indemnified by the company in relation to any reasonable costs and expenses of the meeting convened under subsection (3).
(5)
Where the next of kin, personal representatives or members fail to appoint a director within six 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.
Companies 235
(6)
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.
Subdivision 3
Directors’ Duties and Responsibilities
Interpretation