UK Companies and Sole Directors

29 OCT 2022

Articles of Association (‘Articles’) are a key element in the formation of a company. The Articles set out all the rules which dictate how the company is run. It is a mandatory requirement for all limited liability companies in the UK incorporated under the Companies Act 2006 to have Articles and Model Articles that are automatically included. Companies do, however, have the freedom to adopt, vary or exclude some or all of the Model Articles.

Model Articles 7 to 16 lay out the rules and customs for directors when making a decision, in particular Articles 7 and 11 discuss the issue of sole directors and how many directors are needed to pass a resolution.

Model Article 7 (2), states that where a company only has one director, and its Articles do not require it to have more than one director, the general rule does not apply, and the director may make decisions without having regard to the other provisions of the Articles relating to the directors’ decision making.

Model Article 11 (1) says that unless a director’s decision is quorate, no decision can be voted upon other than to call another meeting (a decision will only be quorate if made by a specified number of directors).

Model Article 11 (2) allows the directors to fix the quorum for directors’ meetings from time to time, but it must never be less than two, and unless otherwise fixed it is two.

Model Article 11 (3) states that if the total number of directors for the time being is less than the quorum required, the director must not take any decision other than to appoint further directors or to call a general meeting so as to enable the shareholders to appoint further directors.

While Article 7 (2) and Article 11 appear to contradict themselves, it is usually accepted that where a company has one director, Article 11 (2) can be disregarded and a sole director can make any decision they please.

However, this position was put under scrutiny in the case of Hashmi v Lorimer-Wing [2022] EWHC 19. Model Article 7 (2) and Model Article 11 (2) and (3) were considered and it was held by the High Court that where the Model Articles have been adopted, a company must always have at least two directors that will have the authority to make decisions.  The Court’s decision overruled Article 7 (2) and made it clear that Article 11 (2)  should always be observed.

The decision in Hashmi v Lorimer-Wing has meant  that sole directors no longer have the authority to pass board resolutions other than to appoint additional directors.

In light of the decision in Hashmi v Lorimer-Wing, where does this leave existing companies who have adopted the Model Articles and who have only one director?

In the event of a dispute, sole directors may now be at risk of their decisions being challenged. There may now be grounds to hold any board resolutions passed by a sole director as invalid and therefore void. To avoid this, companies with sole directors should now consider the following options: the sole director should look to appoint an additional director so that they can make decisions compliant with Article 11 (2); or amend their Articles, to disapply the wording in Article 11 (2), so that one director may constitute a quorum (this may only be done once an additional director has been appointed, once this resolution has been passed that additional director may resign).

The decision of Hashmi v Lorimer-Wing was held this year, so it is likely that the government will seek to amend the Model Article to be in line with the decision. However, until then, it is recommended that existing companies with sole directors attempt to mitigate any  potential disputes on validity by choosing to appoint another director to manage the company or appoint another director solely for the purposes of amending their Model Articles to allow one director to make decisions.

Companies now looking to be incorporated should greatly consider the High Court’s decision in Hashmi v Lorimer-Wing if they plan to only have one director. In such case, before incorporation, Article 11 (2) should be amended so that one director can constitute a quorum.

For advice please contact our team on

Yulia Barnes

Managing Partner

Yulia Barnes is our Managing Partner. She is an experienced solicitor and advises on a wide range of contentious and non-contentious matters for both private and corporate clients.

Experience Yulia started her legal career at a large international Magic Circle firm. She then became a partner at a regional law firm and headed a Dispute Resolution Department. She then moved in-house before starting her own Boutique practice, Barnes Law, with the aim of providing exclusive services to high net-worth individuals and privately-owned businesses. More details can be found on her LinkedIn profile.

Expertise Yulia and her team are widely recognised for their professional and practical approach to matters. She is committed to ensuring that her clients’ objectives are achieved in the most cost-effective way possible.

Approach Yulia has a wealth of experience working with businesses of all sizes: from large multinational corporations to start-ups. She has particular expertise in a hospitality industry, investment funds, private and corporate clients, and focuses on startups and technology-driven companies. Yulia brings the same level of attention to detail, professionalism and a personal touch to every case and client, and truly immerses herself in her clients’ businesses. She prides herself on her problem-solving, commercially astute approach and her track record of partnering with clients to help them achieve their strategic objectives.

Will Moran


Will joined Barnes Law as an Associate Solicitor in Spring 2023, shortly after qualifying in September 2022.

Will works mostly on real estate and corporate/commercial matters. Will enjoys providing advice on transactional matters.

Away from the office, Will can be found reading or playing golf. While he played rugby until university, and rowed throughout his degree, he now tends to watch both from the sidelines. During the winter he can also be found skiing.

Will plans to continue developing his legal skills and experience at Barnes Law, under the expertise and guidance provided by Yulia.

Mark Corran


Mark is an experienced solicitor whose practice areas include intellectual property (IP), IT, data protection and general commercial law.

Mark advises businesses of all sizes – from sole traders to corporations. Among his clients are: clothing and lifestyle brands, restaurants and food suppliers, IT companies, banks, hedge funds and venture capital firms, education providers, medical and pharmaceutical brands.

Outside of his practice, Mark also advises members of the Institute of Directors as part of its Directors’ Advisory Service.

Recent transactions
  • Prosecuting a UK trademark application on behalf of an education provider and representing them in related UK IPO opposition and revocation proceedings;
  • Advising a publisher and a delivery business on data protection matters, B2B and B2C Ts & Cs of sale, website and app Ts & Cs, all aspects of global brand protection;
  • Advising footwear brands, alternative asset managers and hedge funds on their global brand protection, including overcoming various refusals, representing them in opposition proceedings and settlement negotiations;
  • Representing a central bank in opposition proceedings before the UK IPO;
  • Advising a lifestyle brand concerning trademark clearance and protection, negotiations for a website/app development and maintenance agreement.

Ioulia Tatawat

Family Law Adviser

Ioulia has a solid background in family law and offers guidance, clarity, and support to clients during one of their most challenging times in their life.

She advises on all three pillars of separation: divorce, children matters and financial settlements. Ioulia is a member of Resolution and is keen to try to settle matters at early stages.

Ioulia is dedicated to assisting clients and navigating them through their legal matters with clarity and support.

Alex Reidy


Alex joined Barnes Law in September 2023 after finishing his master’s degree in law. Prior to joining Barnes Law, Alex worked in property litigation at Ashfords. Alex assists Yulia on a variety of both contentious and non-contentious matters.

Outside of the office, Alex enjoys reading and hiking. Prior to working in law, Alex was a competitive tennis player.

Alex continues to develop his skills in legal practice under Yulia’s guidance, he plans to sit the Solicitor’s Qualifying Exams (SQE) in 2024.


Mehves Selamoglu


Mehves joined Barnes Law in August 2023, right after graduating from Queen Mary, University of London (LLB Senior Status). As part of her qualification journey, Mehves is currently pursuing her Legal Practice Course (‘LPC’) at the University of Law. She also holds a degree in European Union Law from Maastricht University, Netherlands.

Mehves works closely with Yulia on a variety of contentions matters and also writes Barnes Law’s legal blogs, manages social media accounts and is responsible for marketing.

Outside of work and studies, she enjoys running, tennis and yoga.

Mehves is looking forward to developing her legal skills at Barnes Law.


Julia Podgornova

Investor Relationship Manager

Julia guides clients in making important business decisions based on comprehensive risk assessment and strategy. She supports investors in devising strategies designed to maximise each business’s potential from pre-seed to IPO.

Julia’s particular area of expertise are IT start-ups at different stages. Julia supports business through their fund-raising journey. As an Investor Relations Manager, Julia communicates with investors to facilitate a smooth round and legal part of each transaction.

In her free time Julia enjoys sailing, ballroom dancing, art exhibitions and travel.