Written Resolution to Adopt New Articles of Association (Sole Director Company)
Considering the 2022 case of Hashmi v Lorimer-Wing, a sole director company will need to pass a shareholders’ special resolution if they wish to adopt new articles of association. This written resolution, signed by the shareholders can be used for this purpose.
Under chapter 2 of Part 13 of the Companies Act 2006, written resolutions can be used by private companies as an alternative to calling a general meeting (to pass almost all resolutions other than to remove a director or an auditor before their term of office has expired). For many private companies it is administratively easier to use a written resolution.
Following the passing of this resolution, the company will need to file a copy of the resolution within 15 days of it being agreed with Companies House and an amended printed version of the new articles with Companies House within 15 days of them taking effect.
This written resolution is designed to be used by a private limited company with a sole director.
Note, this template should be read in conjunction with the guidance note and other templates that relate to the case of Hashmi v Lorimer-Wing. In particular, the subsequent cases of Re Active Wear Limited (in administration) and most recently, KRF Services (UK) Ltd (2024), both suggest that sole directors can in fact take all decisions of the company, therefore resolving any potential confusion. It is however still considered sensible best practice to tread with care in this area and if the intention is that the company should be able to operate with only one director, the articles should make this crystal clear. This template is therefore useful in implementing this process.
It is recommended to seek independent legal advice before making any changes to a company's constitution.
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