Articles of Association for Sole Director Companies

In the 2022 case of Hashmi v Lorimer-Wing (also known as Fore Fitness Ltd), the High Court suggested that, under the Model Articles for private limited companies, the minimum number of directors required for a company to function was two. This was contrary to the previously accepted position. As a result, the general legal consensus was that, where a sole director company used the standard, unamended Model Articles, its board decisions could be challenged and declared invalid. That created real concern about whether a sole director could run a company with confidence.

Many sole director companies therefore looked to adopt new articles of association to remove any uncertainty. These template articles are designed for that purpose. For background and context on the case law and practical considerations, see Guidance – Can a Sole Director Run a Company? .

What does Articles of Association for Sole Director Companies do?

These template articles are based on the Model Articles for private companies limited by shares. They disapply Model Article 11(2) at the beginning, so that decisions made by the sole director are valid. They may be used by new or existing companies operating with a sole director.

How do later cases affect the position for Articles of Association for Sole Director Companies?

Following Hashmi v Lorimer-Wing, the cases of Re Active Wear Limited (in administration) and, most recently, KRF Services (UK) Ltd (2024) both suggest that sole directors can take all decisions of the company. Even so, it remains sensible best practice to tread carefully in this area and, where the intention is that the company should operate with only one director, the articles should make that position clear. These articles are therefore useful in putting that clarification beyond doubt.

What else you may need

If the company is adopting these articles, you may also need:

• Written Resolution to Adopt New Articles of Association (Sole Director Company) 
• Letter to Companies House to Adopt New Articles of Association (Sole Director Company) 

It is recommended to seek independent legal advice before making any changes to a company's constitution.

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