Company Sole Director Documents

Even when a company has only one director in office, it should (even if as a matter of good corporate governance and business practice), keep a written record of the decisions that it makes.

Below are template minutes for companies with one director. Whilst section 248 of the Companies Act 2006 requires every company to take minutes of all proceedings (and retain them for 10 years), the position as it applies to sole directors is less clear as meetings are usually held with more than one person. However, it is considered best practice for sole directors to record their decisions, and this is usually done as written board resolutions.

In addition, considering the 2022 case of Hashmi v Lorimer-Wing (Re Fore Fitness), the question of whether a sole director could make decisions on their own and effectively run a company also arose. To address this, additional templates specific to sole director companies have been added. This includes amended model articles that sole director companies may wish to adopt.

Note that since the Hashmi case there have been two subsequent cases (most recently KRF Services (UK) Ltd [2024] EWHC 2978 (Ch)) which have suggested that the decision in Hashmi was wrong and that where a company has adopted the Model Articles without modification, a sole director can in fact take all decisions of the company, therefore resolving any potential confusion. It is however still considered sensible best practice to tread with care in this area and if the intention is that a company should be able to operate with only one director, the articles should make this crystal clear. The templates below are therefore useful in implementing this process.

The documents below are compliant with the Companies Act 2006.

• 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

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