Shareholders’ Written Ordinary Resolution to Ratify 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 therefore be retrospectively approved and ratified by a shareholders’ resolution so as not to potentially invalidate them. This can be done by a written ordinary resolution.

Under chapter 2 of Part 13 of the Companies Act 2006, written resolutions can be used by private companies as an alternative to calling a general meeting (to pass almost all resolutions other than to remove a director or an auditor before his term of office has expired). For many private companies it is administratively easier.

Whilst ordinary resolutions do not usually require filing with Companies House, as this ordinary resolution affects the company’s constitution, the company should file a copy of it with Companies House, within 15 days of it being agreed (sections 29 & 30 Companies Act 2006).

This written resolution is designed to be used by a private limited company with a sole director.

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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