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, taking those steps may not prevent challenges to past decisions made by the sole director. Those decisions may therefore need to be retrospectively approved and ratified by shareholders. This can be done by ordinary resolution.
What does Letter to Companies House to File Ordinary Resolution Ratifying Previous Sole Director Decisions do?
This template is a cover letter for filing the ratification resolution with Companies House.
Key filing point
To complete the ratification process, a copy of the shareholders’ ordinary resolution should be sent to Companies House within 15 days of it being agreed.
What else you may need
- Shareholders’ Written Ordinary Resolution to Ratify Previous Sole Director Decisions
- Guidance – Can a Sole Director Run a Company?
Related guidance and background
This template should be read alongside the guidance note and other templates that relate to Hashmi v Lorimer-Wing. Following Hashmi, the cases of Re Active Wear Limited (in administration) and, most recently, KRF Services (UK) Ltd (2024) both suggest that sole directors can take all decisions of the company, reducing the uncertainty created by Hashmi. 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 and earlier decisions should be ratified. This template supports that process.
It is recommended to seek independent legal advice before making any changes to a company's constitution.
These templates are drafted by experienced corporate solicitors and reflect the Companies Act 2006.
Letter to Companies House to File Ordinary Resolution Ratifying Previous Sole Director Decisions is part of Corporate. Just £38.50 + VAT provides unlimited downloads from Corporate for 1 year.