Model Articles Allow a Sole Director to Take Decisions

The High Court has held that a company which had adopted the Model Articles without modification was able to operate and take decisions while it had only one director.

The result of the judgment is that if a company’s articles include a requirement for a minimum number of directors, the only decision a sole director can make is to appoint further directors. 

The Model Articles do not contain a requirement for a minimum number of directors. However, the court ruled, where a company has adopted the Model Articles without amendment, or with amendments that do not introduce a minimum director requirement, a sole director can take any decisions on behalf of the company.

In the matter of KRF Services (UK) Ltd [2024] EWHC 2978 (Ch)