Letter to Companies House to File Ordinary Resolution Ratifying Previous Sole Director Decisions
In response to the 2022 case of Hashmi v Lorimer-Wing, a sole director company may choose to adopt new articles of association and/or appoint a second director. However, this may not prevent challenges to any past decisions made by the sole director. These decisions should be retrospectively approved and ratified by a shareholders’ resolution. This can be done by ordinary resolution.
To complete the process of ratification by shareholders’ ordinary resolution, a copy of the resolution should be sent to Companies House within 15 days of it being agreed.
This letter may be used as a cover letter for making the relevant filing 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 Limited (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 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 and all previous decisions ratified. 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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