Latest News

New Year's Resolution?

2022 offered some interesting debate about sole director companies which had chosen to implement the Model Articles and how (or whether) certain provisions of the Model Articles applied (or not).

If you are one for making New Year’s resolutions, why not resolve to ensure that your company paperwork is in order?

When a company is incorporated, Articles of Association (Articles) need to be prepared.  These form the constitution of the company and govern how the company operates as well as setting out the powers of directors and shareholders and covering matters such as dividends, communications and shares.  A company may wish to prepare bespoke Articles but for many, it is seen as more convenient to adopt what is known as the Model Articles.

Prior to 2022, the general consensus within the legal industry was that Model Articles 11(2) and 11(3) did not apply to sole director companies courtesy of the provisions of Model Article 7(2).

  • Model Article 11(2)

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, and unless otherwise fixed it is two.

  • Model Article 11 (3)

If the total number of directors for the time being is less than the quorum required, the directors must not take any decision other than a decision:-

(a)          to appoint further directors; or

(b)          to call a general meeting so as to enable the shareholders to appoint further directors.

  • Model Article 7(2)


(a)          the company only has one director; and

(b)          no provision of the articles requires it to have more than one director,

the general rule does not apply, and the director may take decisions without regard to any of the provisions of the articles relating to directors’ decision-making.

Doubt was cast on this general consensus during 2022 however.  The facts of the relevant cases are probably only of interest to lawyers in this field but at one stage during the year it was considered that a sole director company could not have un-amended Model Articles as the wording called for at least 2 directors, making decisions taken by sole directors invalid.

This could have had far reaching consequences for many companies and sent sole directors and their advisers scrambling to look at their options.  As the year continued however, further caselaw emerged which shed light on the issue and restored the general consensus position of lawyers in this field.

The differing decisions came from differing circumstances which we will not go into here but suffice to say that it has highlighted again that company’s should periodically review their Articles to ensure that they are kept up to date and work on a practical level for their company.  There is no telling what further caselaw may come but a company can ensure they are best prepared with clear, up to date, practical Articles.

Now is a good time at the start of the year to take a quick look at your Articles to make sure they are fit for purpose.  We are happy to assist with that should you so desire and you should contact Iona Garland or Cameron Milne, or email

Latest News
Residential Property Quarterly Reflections and Insights

The latest quarterly report from the ASPC gives a reassuring picture of local market activity, with the house price index remaining, mostly, in the positive. The change in quarterly price is +1.5%, while the annual change is -0.5%. Taken over five years, the index is marginally positive at +0.4%. While the figures are reassuring, it may well be that our local market is yet to feel the strain of the general economic background and only time will tell whether this will be reflected in the remainder of 2023. Buyers’ wariness over the short term may well affect property sales as they effectively “sit tight” to see what happens with interest rates. This may result in a sluggish Autumn/Winter market as moving plans are put on hold, but for the moment, there is still healthy demand for properties in desirable locations and in good condition. 

Read More
Mackinnons Partners Gear Up for Ride the North

On Saturday 26th of August, Mackinnons Partners Neil Torrance, Pamela Bursill and Gregor Sim will be tackling Ride the North together with friends and family to raise money for local children’s charity “Charlie House”.

Read More