William Kanaan
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.
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