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 will 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.

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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