Letter to Companies House to Adopt New Articles of Association (Sole Director Company)
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.
What does Letter to Companies House to Adopt New Articles of Association (Sole Director Company) do?
This template is a cover letter for filing the resolution and the amended articles at Companies House.
Key filing point
To complete the process, the company must send a copy of the resolution to Companies House within 15 days of it being agreed. An amended printed version of the new articles must also be filed with Companies House within 15 days of the amended articles taking effect.
What else you may need
- Written Resolution to Adopt New Articles of Association (Sole Director Company)
- Articles of Association for Sole Director Companies
Related guidance and background
This template should be read alongside Guidance – Can a Sole Director Run a Company? and the other templates that relate to Hashmi v Lorimer-Wing.
Following Hashmi, the cases of Re Active Wear (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. This template supports that process.
It is recommended to seek independent legal advice before making any changes to a company's constitution.
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