Can sole directors operate under model articles of association? A 2026 update

Running a company with just one director is common in the UK, but recent legal developments have raised questions about how much authority that director really has. Can sole directors operate under model articles of association?

Confusion around the model articles of association – the standard rules many companies adopt – has even led to some decisions being challenged in court. While a recent High Court case has helped clarify the position, it remains an area business owners should understand.

Our corporate and commercial expert Tess Ciocci explains what this means in practice.

What the law says

The Companies Act 2006 is the primary legislation governing company law in the United Kingdom. This crucial piece of legislation presides over a range of matters, from director duties to company governance.

Section 154(1) of the Companies Act 2006 requires private companies to have at least one director, i.e. sanctioning that a private company can operate with a sole director.

Articles of association

Every company in England and Wales must have a constitution (its articles of association).

When a company is incorporated, it has a choice of using either the statutory model articles (a standardised constitution set out in Schedule 1 to The Companies (Model Articles) Regulations 2008) or bespoke articles which are tailored towards the specific needs of the company (these can either replace the model articles in their entirety or supplement them).

The issue

In recent years, the courts have questioned the validity of model articles where a company has one director, with such concerns resulting from an obvious tension between two model articles:

• Model article 7(2) provides that, where a company only has one director and where there are no other provisions in the articles that require it to have more than one director, the director may take decisions without regard to any other provisions of the articles relating to directors’ decision-making.
• Yet, model article 11(2) states that the quorum for directors’ meetings may be fixed from time to time by a decision of the directors, but it must never be less than two.

This ambiguity led to situations where a directors’ authority to bind the company were called into question and resulted in inconsistent High Court decisions.

These decisions created a confusing precedent where, if a company had adopted model articles without any modification, if at any point during that company’s history it had multiple directors and then later reduced that number to one, the sole director could not validly make key decisions (other than to appoint further directors).

Can sole directors operate under model articles of association?

Helpfully, the High Court provided further clarity in the case of Re KRF Services (UK) Ltd (2024). In this case, the High Court confirmed that a sole director of a company with model articles can validly make decisions in accordance with model article 7(2), regardless of whether the company previously had multiple directors.

Whilst this most recent judgment appears to reconcile this particular matter, the authority of sole directors remains an area of significant discussion. It is not improbable that further interpretation may be needed in the future. As such, it is advisable for sole director companies to review their articles of association to ensure that they explicitly allow for a sole director to validly make decisions.

What should businesses with a sole director do?

If the articles of association have ambiguous terms, or indeed any terms that could be interpreted as fixing a minimum quorum for director meetings and decisions, it may be necessary to amend them to avoid director decisions being challenged in the future.

If you would like advice in relation to sole directors and model articles of association, please do get in touch with our highly rated corporate and commercial team.

Our team of corporate & commercial lawyers are rated by national legal guides The Legal 500 and Chambers UK. The department’s experts can help businesses big or small on a variety of challenges that may arise.