Sole Directors – time to change your model articles – Hashmi v Lorimer-Wing 2022

UK Companies are normally formed using model articles, they are contained in the Companies Act 2006 and replaced the previous Table A articles.

Model Articles were designed a ‘one size fits all’ solution and until now pretty much everyone including sole director companies have adopted them. The recent high court judgement has changed that!

In the model articles section 11(2) states

The quorum for directors’ meetings may be fixed from time to time by a decision of the directors, but it must never be less than two, and unless otherwise fixed it is two.

Model articles for private companies limited by shares – GOV.UK (

The case of Hashmi v Lorimer-Wing 2022 was the result of a dispute between directors, leaving the company with one director. The High Court Judge decided in the case that Model Articles are not suitable for single director companies.

What should sole director companies do now?

Appoint another Director

It sounds obvious but might not work for everyone, the company probably has a sole director for a good reason so appointing another director isn’t probably a good idea?

Change the Articles

Assuming you don’t appoint another director, then you have to do this. Following the High Court decision hundreds of thousands of companies will now be doing this. But it won’t fix decisions already taken by a sole director!

How do you deal with decisions already taken by a Sole Director?

You will need a written shareholders resolution to ratify decisions taken by you as a sole director.

You have 15 days from signing the resolution to file at companies house!

So don’t panic, if you have model articles and you are a sole director, a resolution and new articles will fix the situation.

Why have multiple classes of shares?

Businesses tend to start off just having ordinary shares with full voting and dividend rights, however, there are lots of good reasons why you might create multiple share classes:

1. To reward the owners based on their contribution – for example say one owner worked full time and the other only part time – they may want dividends to be based on their efforts whilst still retaining their original voting rights

2. To offer non voting shares to employees

3. Convertable or Redeemable shares might be offered to an investor

4. Preference Shares might have a fixed dividend

Dividends are very tax efficient so its great way to reward the owners for the risk of running a business.

Before creating additional share classes check your articles of association and change them if necessary, then you will need a resolution to create new share classes, fill the appropriate forms at Companies House and then are ready to go.

If you have any questions please feel free to contact me.