Company Sole Director Documents

A company with only one director should still keep a clear paper trail of the decisions it takes. This protects the company, supports good governance, and makes life easier when dealing with accountants, auditors, banks and investors.

Section 248 of the Companies Act 2006 requires every company to keep minutes of directors’ proceedings and retain them for at least 10 years. With a sole director, decisions are usually recorded as written board resolutions (often called sole director minutes), rather than as meeting minutes in the traditional sense.

Recent case law has also focused attention on whether a sole director can take decisions alone under the Model Articles. While later cases (including KRF Services (UK) Ltd [2024] EWHC 2978 (Ch)) have suggested the earlier Hashmi v Lorimer-Wing (Re Fore Fitness) decision was wrong, it remains sensible best practice to make the company’s intention clear in its articles if it is to operate with only one director.

When Should You Use These Templates?

✅ you have a sole director and want a consistent written record of day-to-day and one-off decisions
✅ you are appointing an additional director (or moving between one and multiple directors)
✅ you want to reduce uncertainty by adopting articles drafted for sole director companies
✅ you need a clean audit trail for accountants or auditors (including where articles are being changed)
✅ you want to ratify earlier sole director decisions to remove doubt

These templates are drafted by experienced corporate solicitors.

• Resolution of Sole Director (Minutes)
• Resolution of Sole Director Appointing an Additional Director
• First Resolutions of a Sole Director (Minutes)
• Guidance – Can a Sole Director Run a Company?
• Articles of Association for Sole Director Companies
• Written Resolution to Adopt New Articles of Association (Sole Director Company)
• Letter to Companies House to Adopt New Articles of Association (Sole Director Company)
• Letter to Auditors Enclosing Written Resolution to Change Articles (Sole Director Companies)
• Explanatory Note to Auditors Regarding Change to Articles (Sole Director Companies)
• Shareholders’ Written Ordinary Resolution to Ratify Previous Sole Director Decisions
• Letter to Companies House to File Ordinary Resolution Ratifying Previous Sole Director Decisions

Company Sole Director Documents is part of Corporate. Just £38.50 + VAT provides unlimited downloads from Corporate for 1 year.