Letter to Companies House to Adopt New Articles of Association (Sole Director Company)

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).

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.

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.

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