Following High Court Case of Hasmi v Lorimer-Wing(2022), it seems that the model articles of association are no longer valid for single director/ shareholder company.
Specifically, the Court has determined that the unamended Model Articles do not permit a single director to exercise general decision-making powers with respect to the company on their own.
Therefore, a company, to have a quorem, it requires minimum of 2 directors under s248 of Companies Act 2006, therefore in all meetings or board resolutions, there is a requirement of minimum of 2 directors. This means that the articles of association need to change itself to comply with the legislation that are company specific and allow sole directors to act without the need for a company to appoint an additional director/ officer.
At JMS Accounting Services, we have developed water tight board minutes, company specific articles, written resolutions which a company can adopt to ensure they are fully compliant with current legislation.
Please contact us to discuss how we can update your articles of association to reflect this updated requirement.