Model Articles and Sole Directors: can they operate together?

A company’s articles of association are its main internal governing document and the integral part of a company’s constitution. The Companies Act 2006 (CA 2006) states that the articles of association “prescribe regulations for the company”. The articles set out the rules on how the company is managed meetings are held and decisions are made by directors and shareholders. CA 2006 requires all companies to have articles of association (s 18). If a company does not register its own custom articles of association upon incorporation the appropriate statutory form of Model Articles will apply to a company incorporated on or after 1 October 2009 by default (s 20). The case of Re Fore Fitness Investment Holdings Ltd; Hashmi v Lorimer-Wing [2022] EWHC 191 (Ch) arose out of proceedings brought by the petitioner (Mr Hashmi) against the first respondent...