Written Resolution to Adopt New Articles of Association (Sole Director Company)
In light of the 2022 case of Hashmi v Lorimer-Wing, a sole director company may decide to adopt new articles of association. This requires a shareholders’ special resolution. Written Resolution to Adopt New Articles of Association (Sole Director Company) (signed by the shareholders) can be used for that purpose.
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, a written resolution is administratively simpler.
What does Written Resolution to Adopt New Articles of Association (Sole Director Company) do?
It provides a shareholder written special resolution to approve the adoption of new articles of association for a private company limited by shares with a sole director.
What are the filing and record-keeping points for Written Resolution to Adopt New Articles of Association (Sole Director Company)?
After the resolution is passed, the company must file a copy of the resolution at Companies House within 15 days of it being agreed. An amended printed version of the new articles must also be filed at Companies House within 15 days of the articles taking effect.
What else you may need
- Articles of Association for Sole Director Companies
- Letter to Companies House 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 (in administration) and, most recently, KRF Services (UK) Ltd (2024) both suggest that sole directors can take all decisions of the company. 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.
Written Resolution to Adopt New Articles of Association (Sole Director Company) is part of Corporate. Just £38.50 + VAT provides unlimited downloads from Corporate for 1 year.