Letter to Companies House to Adopt New Articles of Association (Sole Director Company)
Considering the 2022 case of Hashmi v Lorimer-Wing, a 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).
To complete the process of making changes to a company's articles of association, a copy of the resolution must be sent to Companies House within 15 days of it being agreed and an amended printed version of the new articles must also be filed with Companies House within 15 days of the amended articles of association taking effect.
This letter may be used as a cover letter for these documents when they are filed with Companies House.
Note, this template should be read in conjunction with the guidance note and other templates that relate to the case of Hashmi v Lorimer-Wing. In particular, the subsequent cases of Re Active Wear (in administration) and most recently, KRF Services (UK) Ltd (2024), both suggest that sole directors can in fact take all decisions of the company, therefore resolving any potential confusion. It is however still considered sensible best practice to tread with care in this area and if the intention is that the company should be able to operate with only one director, the articles should make this crystal clear. This template is therefore useful in implementing this process.
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.
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