Explanatory Note to Auditors Regarding Change to Articles (Sole Director Companies)

In light of the 2022 case of Hashmi v Lorimer-Wing, a sole director company may wish to adopt new articles of association. Doing so requires shareholder consent, usually by shareholders’ written resolution.

Where a company proposes to amend its articles, it is often helpful for the company secretary (or, in a sole director company, the director) to prepare a short written note explaining the changes. This can then be circulated to relevant parties, such as shareholders and the company’s auditors.

What This Template Does

This template note is intended to explain the changes being made to the company’s existing articles, and to be included with the written resolution seeking approval for those changes.

It is designed for use by a private company limited by shares with a sole director.

Related Guidance And Background

This template should be read alongside the guidance note and other templates that relate to Hashmi v Lorimer-Wing. Following Hashmi, the cases of Re Active Wear Limited (in administration) and, most recently, KRF Services (UK) Ltd (2

Explanatory Note to Auditors Regarding Change to Articles (Sole Director Companies) is part of Corporate. Just £38.50 + VAT provides unlimited downloads from Corporate for 1 year.