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United Kingdom

UK corporate law update: Model Articles sole director ruling, sanctions and administration, FCA Handbook to 2024 Code, reporting reforms, VPCT on shares, CMA clears Vodafone/Three—12 December 2024

Published on: 12 December 2024

Published by a LexisNexis Corporate expert
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Directors and company secretaries

High Court clarifies position of sole directors under Model Articles and the interaction between UK sanctions regulations and in-court appointment of administrators (Re KRF Services (UK) Ltd)

In Re KRF Services (UK) Ltd [2024] EWHC 2978 (Ch), the High Court considered two significant matters in UK company law and sanctions policy. First, it settled the status of sole directors under the Model Articles for private limited companies. The court held that a sole director may validly adopt board resolutions and bind the company, whether they have always acted alone or became sole following a previously multi-member board. This construction addresses the inconsistency between Article 7(2) and Article 11(2) of the Model Articles, with the court giving primacy to Article 7(2). Secondly, the decision explores how UK sanctions regulations interface with the court’s appointment of administrators...

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