Company Sole Director Documents
A company with only one director should still keep a clear paper trail of the decisions it takes. It protects the company, supports good governance, and makes due diligence and audits far less painful (accountants, auditors, banks and investors will expect to see it).
What Does The Law Require?
Section 248 of the Companies Act 2006 requires every company to keep minutes of directors’ proceedings and retain them for at least 10 years. In a sole director company, decisions are usually recorded as written board resolutions (often called sole director minutes), rather than traditional meeting minutes.
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 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 Sole Director 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
🔀 Document Toolkit: Typical Sequence
| Step 1 | Decide what you are trying to achieve. Routine decision, appointing another director, adopting clearer articles for a sole director company, and/or cleaning up past decisions by ratification. |
| Step 2 | Record the director decision in writing. Use a sole director resolution (minutes) so there is a dated, signed board record that can be filed with the company books. |
| Step 3 | Take shareholder approval where required. For example, adopting new articles is typically done by shareholder resolution. Ratification (where appropriate) is also done at shareholder level. |
| Step 4 | Make any Companies House filing that applies. File the resolution where the Companies Act requires it (for example, where new articles are adopted). Keep the signed originals with the statutory books. |
| Step 5 | Close the loop with auditors and stakeholders. If you are changing governance documents, it can be sensible to notify auditors and retain a short explanatory note for the file. |
What Filing Rule Should You Be Aware Of?
❗ From 13 March 2023, Companies House no longer accepts minutes with an embedded resolution as the filed resolution. Where a resolution must be filed under the Companies Act, you must file a separate copy of the resolution, not the minutes alone.
These templates are drafted by experienced corporate solicitors and reflect 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
Company Sole Director Documents is part of Corporate. Just £38.50 + VAT provides unlimited downloads from Corporate for 1 year.