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, taking those steps may not prevent challenges to past decisions made by the sole director. For that reason, earlier decisions may need to be retrospectively approved and ratified by shareholders so they are not left potentially open to challenge.

This can be done using a shareholders’ resolution, typically by written ordinary resolution.

What does Shareholders’ Written Ordinary Resolution to Ratify Previous Sole Director Decisions do?

It provides a shareholder written ordinary resolution to approve and ratify past decisions made by a sole director, so those decisions are supported by a clear shareholder record.

What should you know about written resolutions for Shareholders’ Written Ordinary Resolution to Ratify Previous Sole Director Decisions?

Under Chapter 2 of Part 13 of the Companies Act 2006, private companies can use written resolutions as an alternative to holding a general meeting, for almost all resolutions (except a resolution to remove a director or an auditor before their term of office expires). For many private companies, this is administratively easier.

Key filing point

Ordinary resolutions do not usually need to be filed at Companies House. However, because 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 and 30 of the Companies Act 2006).

This written resolution is designed for use by a private company limited by shares with a sole director.

What else you may need

• Letter to Companies House to File Ordinary Resolution Ratifying Previous Sole Director Decisions 
• Resolution of Sole Director Appointing an Additional Director 
• Written Resolution to Adopt New Articles of Association (Sole Director Company) 

Related guidance and background

This template should be read alongside Guidance – Can a Sole Director Run a Company? and the 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.

Shareholders’ Written Ordinary Resolution to Ratify Previous Sole Director Decisions is part of Corporate. Just £38.50 + VAT provides unlimited downloads from Corporate for 1 year.