What happens to your company after you die?
December 2025 - What would happen to your company if you, as the sole shareholder and director, were to suddenly pass away? Without preparation, your business could come to a standstill overnight, with potentially serious legal, financial, and human consequences.
Anticipating potential uncertainty
If you are the sole director of your company, the machine literally stops when you die. From a legal point of view, there is no one left to make decisions. Invoices can no longer be sent, payments remain blocked, and new agreements cannot be legally signed. Meanwhile, fixed costs continue to accrue: wages, rent, supplier invoices, etc.
This immediately creates uncertainty for customers and employees. Deliveries are delayed, appointments are not kept, and the company's operations come under pressure. What starts as an administrative problem can quickly degenerate into reputational damage or even a loss of trust among customers and partners.
Heirs in the waiting room
The shares of a deceased entrepreneur do not simply disappear. They are transferred to the heirs according to the rules of legal succession. Usually, the surviving partner receives the usufruct and the children receive the bare ownership. But before that transfer can take effect, the estate must first be legally settled—a process that often takes weeks or even months.
During this period, the company is in a vacuum: no one is officially allowed to act as a shareholder or director. No decisions, no signatures, no payments. Especially if there is disagreement within the family about the inheritance, the company can remain paralyzed for months.
Impact of company form
The severity of the consequences depends on your company form.
In the case of partnerships such as a professional partnership, general partnership (VOF), or limited partnership (CommV), the company is automatically dissolved as soon as a partner dies. The company then goes into liquidation and the remaining assets are distributed among the heirs. This can be avoided by including a continuation clause in the articles of association. This stipulates that your heirs may continue the company and take over the rights of the deceased.
The situation is different in a private limited company (bv) or public limited company (nv). Here, the law stipulates that the company continues to exist and that the heirs provisionally exercise the rights of the deceased until the shares are distributed. In addition, you can designate someone in the articles of association to exercise those rights on behalf of all heirs. This ensures that the company continues to operate until the estate has been fully settled.
Management without a manager
Even if the shares are properly arranged, management can still come to a standstill. If you are the sole manager, your heirs will have to convene a general meeting to appoint a new manager. That sounds simple, but in practice it can lead to tensions—especially if not everyone agrees on who should take on that role.
An elegant solution is to provide for a successor director in the articles of association. That person—a family member, employee, or external confidant—automatically takes over the mandate upon your death. This avoids a legal vacuum and allows day-to-day operations to continue as usual.
Ensuring business continuity
The subject may seem far removed from your daily life, but failing to make arrangements poses a major risk to everything you have built up. The continuity of your business depends on clear agreements and a sound legal framework. You can appoint a second director now or decide who will succeed you. You can also use a will or a lifetime gift to determine who will inherit your shares and under what conditions.
It is wise to discuss this with a lawyer or tax advisor. This will allow you to take into account the specific rules on inheritance tax and prevent a poorly prepared transfer from derailing your finances or relationships. Ultimately, this is not just about numbers or documents. It is about people: your family, your employees, and your business partners. By planning ahead, you give them security and peace of mind—and protect the future of your business.
Five practical tips for a smooth transfer
· Specify a successor in your articles of association: appoint a successor director who will automatically take over the helm in the event of your death. This will prevent the company from being temporarily left without leadership.
· Appoint a second director: even if they do not play an active role today, a second director will ensure continuity if you are suddenly no longer available.
· Work with a will or gift: determine who will inherit your shares and under what conditions. With a gift during your lifetime, you can retain voting rights or dividend rights for as long as you live.
· Make sure your heirs are informed: make clear what your plans are, where important documents are located, and who they can contact. This prevents stress and misunderstandings.
· Seek advice from an expert: a lawyer or tax advisor can help you arrange the transfer in a legally sound and tax-efficient manner, tailored to your situation.
