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This Q&A considers the situation where a private company limited by shares has only one director and whether that director is required to hold board meetings to make decisions in relation to the company’s business.

Decision-making by directors

The decision-making process for directors is generally governed by a company’s articles of association. Among other things, the articles will usually set out the process for calling a board meeting, the notice and quorum requirements for calling such meeting, how decisions are passed and how to deal with conflicts of interest.

Decisions are usually taken either by passing resolutions at a board meeting or by passing a written resolution. Although a sole director may be able to hold a board meeting, in practice, a sole director would usually make decisions by passing written resolutions.

Directors usually take decisions collectively. If the company has adopted the Model articles—private limited company—after 28 April 2013 (the Model Articles), article 7(1) provides that any decision of the directors must either