Words by Notable Notaries
What’s New
A recent High Court decision, in Re KRF Services (UK) Ltd [2024] EWHC 2978 (Ch), has clarified that model articles for private companies can be used without issue for companies with just one director.
In recent years, doubts were cast following a previous judgement in Hashmi v Lorimer-Wing (Re Fore Fitness) [2022] EWHC 191 (Ch) as to whether a sole director of a company which had adopted model articles could validly take decisions on behalf of the company, other than to appoint further directors. As a result, many companies needed to amend their articles of association to clarify that a sole director would be authorised to represent the company.
Flexibility:
Notwithstanding these court cases which makes operations easier for companies with a sole director, it remains open to companies to adopt bespoke articles of association which could confirm a minimum number of 2 or more directors.
Who is Affected
More expedient notarial confirmations of authority
When a notary is asked to certify the signature of a company director on a corporate document, the notary must review the company’s articles of association to check the representational authority of the director. It is also often required for the notary to confirm the director’s representational authority in the notarial certificate. The court clarification in Re KRF Services (UK) Ltd [2024] EWHC 2978 (Ch) enables the notary to make their assessment of a director’s authority in a more expedient fashion for companies which have a sole director and which have adopted the model articles. For more information, please contact us on +44(0)2079521100 or [email protected]
Words by Notable Notaries