First Resolutions of a Sole Director (Minutes)

These First Resolutions of a Sole Director (Minutes) are used when an “off the shelf” company has been purchased and needs to be tailored to the purchaser’s requirements before it starts operating.

A shelf company is a company that has already been incorporated but has not yet traded. Where a shelf company is acquired, a number of initial formalities are often needed, such as changing the registered office, company name and articles of association, and transferring shares from nominee holders.

Why does keeping a written record matter?

Section 248 of the Companies Act 2006 requires every company to take minutes of all proceedings at meetings and retain them for 10 years from the date of the meeting. Although it does not specifically address the situation of a sole director (because a meeting usually involves more than one person), it is still good practice for a sole director to record key decisions in writing, particularly when first purchasing a shelf company.

What do First Resolutions of a Sole Director (Minutes) do?

These minutes are tailored for a company with a sole director. They help record the initial decisions needed to bring a shelf company into active use and to ensure the company’s records show what was decided and when.

When should you use First Resolutions of a Sole Director (Minutes)?

• When you have acquired a shelf company and need to make initial administrative changes.
• When the company has a sole director and you want minutes that fit that structure.
• When you want a clear internal record of the first decisions taken after purchase.

What else you may need

If the initial formalities include updating the company’s articles of association, 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) 

For ongoing decisions after the initial set-up, see Resolution of Sole Director (Minutes) .

These templates are drafted by experienced corporate solicitors and reflect the Companies Act 2006.

First Resolutions of a Sole Director (Minutes) is part of Corporate. Just £38.50 + VAT provides unlimited downloads from Corporate for 1 year.