Written Resolution to Adopt New Articles of Association (Sole Director Company)

Considering the 2022 case of Hashmi v Lorimer-Wing, the sole director company will need to pass a shareholders’ special resolution if they wish to adopt new articles of association. This written resolution, signed by the shareholders can be used.

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 their term of office has expired). For many private companies it is administratively easier.

Following the passing of this resolution, the company will need to file with Companies House, a copy of the resolution within 15 days of it being agreed and an amended printed version of the new articles with Companies House within 15 days of them taking effect.

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.

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