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Business Legal Services
Sole Director Articles of Association Amends
Ensure your past and future decisions as a sole director are valid and binding on your company
Following a recent change in the law, as a sole director, you may not have the power to run your business. When incorporating your company, you may have unknowingly ticked the box to incorporate with the “Model Articles”, but this means you may not have the power to run your company.
To fix this, you’ll need an experienced corporate lawyer to review your articles of association. We can review and amend your articles of association, making sure your past and future decisions as a sole director are valid and binding on your company.
Sole director law updates
What has changed in the law?
Articles of association are a necessary part of company formation. They represent a contract between the shareholders of a company and the company itself, as a legal entity in its own right. They dictate the way the company is run on a day-to-day basis and are designed to protect the interests of shareholders.
A recent change in law means that a company with a single director that has the Model Articles for Private Companies as the basis of its articles of association with additional amended or bespoke articles of association overlaid may need to amend its articles of association to allow the sole director to effectively make decisions, and run the company and its business. You can find out more about the recent legal changes in our Sole director articles of association update.
If you’re a private sole director company with the Model Articles for Private Companies adopted (without amendments), you need to:
- Amend your articles to allow the sole director to validly make decisions in respect of the company; and
- assess if any past decisions need ratifying.
There are three main ways in which you can go about amending your articles of association:
- By adapting the wording
- By inserting entirely new wording
- By rewriting the document in its entirety to reflect the new changes
All of the above will need to be approved by a special resolution of the company’s shareholders with all documents being in the required legal form with relevant documents being filed at Companies House.
Sole Director Articles of Association Amends
Can I update them myself or do I need a lawyer to do it?
You are able to make the amends yourself, however, it’s always best to speak to corporate law experts who are able to help you plan for the future.
When amending articles of association, as you will be asking the shareholders of the company to pass a resolution, you may want to consider whether any other provisions should be added to the articles of association, which are things not covered by the Model Articles. These could include things like:
- pre-emption rights on transfers of shares – meaning a shareholder wishing to sell their shares must first offer them to existing shareholders before offering them to a third party (unless specified in the articles, shareholders may sell their shares to whoever they wish).
- leaver provisions – meaning where someone is a shareholder and also a director, contractor or employee of the company should they ‘leave’ the company, they would be required to put their shares up for sale to the other shareholders (unless specified in the articles, leavers may keep their shares and enjoy the profits of the company indefinitely).
- small share buybacks – subject to criteria set out in law, a company may use a simplified procedure to buy back its own shares out of capital up to any amount in a financial year not exceeding the lower of £15,000 and the nominal value of 5% of the Company’s fully paid share capital at the beginning of each financial year of the Company -potentially useful when exiting ‘leavers’.
Sole Director Articles of Association Amends
I'd like to review and amend my articles. How can you help?
The process has been made as easy and cost effective as possible for you. All you need to do is supply us with a Microsoft Word version of your company’s articles of association and one of our corporate experts will then prepare the amendments to your articles.
Once your amends are complete, you’ll receive board minutes, shareholder resolutions and amendments to your company’s articles of association that are needed to empower you. This will include a ratification of all previous decisions of a sole director to the extent permitted by law. You’ll also receive step-by step written instructions on how to send and sign the resolutions correctly, and if required, we can also file your updated documents at Companies House for you.
Testimonials
What our clients say
Abby and the corporate team at Harper James Solicitors provided excellent support guiding the business through what was quite a complex process at each stage.
Nigel Bacon
Chairman,
Kobus Services
We’ve been working with the team for over a year and since day one they've been pragmatic, diligent and above all, committed throughout. They work hard to add value and have been of great benefit to us and our investors.
Goncalo de Vasconcelos
CEO,
Syndicate Room
Brigitta’s always there, she listens and really understands us. In terms of turning things around quickly, it’s been fantastic. Speed was something that became very critical towards the end of the investment round. Bringing funding together when you've got a number of parties involved, especially keeping them happy, can be a stressful time. Brigitta was really supportive of that. We felt like she always had our best interests protected.
Andre Turville
Founder & CEO,
ARX Alliance
We rely on Harper James to provide us with support across a full range of service areas, from commercial contracts and employment issues to fundraisings and investments. The team at Harper James are always available to provide us with cost effective, pragmatic and commercially focused advice.
Nick Holzherr
CEO,
Whisk.com
Matt and Paul understand the brief, and they understand our business. Their attention to detail and joined-up approach is excellent. They’re able to understand exactly what we need and the vision of the group going forward. Growing at this rate presents some risk, so having a legal team that appreciates this and supports us with the legal advice we need to take on every challenge in our mission to scale is key.
Alex Newey
Chairman,
Greosn
For us, the support of Harper James Solicitors has been a gift. The collaboration we have had has been of tremendous importance. The service has been superb value for money.
Iraklis Bourantas
COO,
Novoville
Abby and the corporate team at Harper James Solicitors provided excellent support guiding the business through what was quite a complex process at each stage.
Nigel Bacon
Chairman,
Kobus Services
We’ve been working with the team for over a year and since day one they've been pragmatic, diligent and above all, committed throughout. They work hard to add value and have been of great benefit to us and our investors.
Goncalo de Vasconcelos
CEO,
Syndicate Room
Brigitta’s always there, she listens and really understands us. In terms of turning things around quickly, it’s been fantastic. Speed was something that became very critical towards the end of the investment round. Bringing funding together when you've got a number of parties involved, especially keeping them happy, can be a stressful time. Brigitta was really supportive of that. We felt like she always had our best interests protected.
Andre Turville
Founder & CEO,
ARX Alliance
We rely on Harper James to provide us with support across a full range of service areas, from commercial contracts and employment issues to fundraisings and investments. The team at Harper James are always available to provide us with cost effective, pragmatic and commercially focused advice.
Nick Holzherr
CEO,
Whisk.com
Matt and Paul understand the brief, and they understand our business. Their attention to detail and joined-up approach is excellent. They’re able to understand exactly what we need and the vision of the group going forward. Growing at this rate presents some risk, so having a legal team that appreciates this and supports us with the legal advice we need to take on every challenge in our mission to scale is key.
Alex Newey
Chairman,
Greosn
For us, the support of Harper James Solicitors has been a gift. The collaboration we have had has been of tremendous importance. The service has been superb value for money.
Iraklis Bourantas
COO,
Novoville
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