Letter to Auditors Enclosing Written Resolution to Change Articles (Sole Director Companies)

Considering the 2022 case of Hashmi v Lorimer-Wing, the sole director company may wish to adopt new articles of association and will need to get shareholder consent for doing this (most likely by a shareholders’ written resolution).

This template letter to the auditors encloses the written resolution that is being sent to the shareholders proposing to make changes to the company’s articles of association as well as a copy of the newly amended articles of association.

Whilst there is no express requirement in the Companies Act 2006 to provide the auditors with copies of written resolutions, section 502(1) of the Companies Act 2006 does entitle auditors to receive all communications in relation to a proposed written resolution which a company sends its shareholders. It is also considered common practice to send the amended articles to the company’s auditors.

Considering this and particularly given the significance of a resolution to change the company’s articles, it is considered best practice to send the auditors a copy of the written resolution as well as the amended articles. The letter should also enclose any other relevant communication, such as any note that explains the changes being made to the articles. Obviously, this will only be of relevance if the company has an auditor. Most private companies will have auditors unless directors reasonably resolve otherwise on the grounds that audited accounts are unlikely to be required.

This template should be read in conjunction with the guidance note and other templates that relate to the case of Hashmi v Lorimer-Wing as well as considering the subsequent case of Re Active Wear which gives a contrary judgment to Hashmi. 

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

The document is in open format. Fields should be completed where indicated. Wording in square brackets is optional and can be deleted or retained according to requirements.

Once you have subscribed to the appropriate document folder click on the “Download Document” button below. You will be asked what you want to do with the file. It is recommended that you save the document to a location of your choice prior to viewing.

Letter to Auditors Enclosing Written Resolution to Change Articles (Sole Director Companies) is part of Corporate Documents. Just £35.00 + VAT provides unlimited downloads from Corporate Documents for 1 year.