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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 will 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.

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.

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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Shareholders’ Written Ordinary Resolution to Ratify Previous Sole Director Decisions is part of Corporate Documents. Just £35.00 + VAT provides unlimited downloads from Corporate Documents for 1 year.

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