FAQ

Company Formations

  1. New companies
  2. Public limited companies
  3. Single member companies
  4. Re-registration
  5. Publication of company name and details to be shown on company stationery
  6. The new company - looking forward
  7. Further information

Company Names

  1. Introduction
  2. Choosing a company name
  3. Change of company name and change of status
  4. Sensitive words and expressions
  5. Exemptions using the word ‘limited’
  6. Directions to change a company name
  7. Controls and restrictions
  8. Disclosure of company name and other information
  9. Further information
  10. Appendix

This is a guide only and should be read with the relevant legislation.

  • Companies Act 1985
  • Companies Act 2006
  • The Companies Act 2006 (Commencement No. 6, Saving and Commencement No. 3 and No. 5 (Amendment)) Order 2008 – SI 2008/674
  • The Companies (Trading Disclosures) Regulations - 2008 SI 2008/495

Single member companies

1. What is a single member company?

A single member company is a private company, limited by shares or by guarantee, which is formed with one member, or whose membership is reduced to one.

2. How can a sole member hold general meetings?

A single member - present in person or by proxy - constitutes a quorum in these circumstances. If you hold such a meeting you must record it in the minutes.

If, as a sole member you take a decision, except by written resolution of the company, you must give a written record of the decision to the company. (This is to ensure continuity of records if you sell some or all of your interest in the company.)

3. How should a company record an unwritten contract with a sole member?

If the company enters into an unwritten contract with the sole member who is also a director of the company (and the contract is not in the ordinary course of the company's business), the company must ensure that the terms of the contract are set out in a memorandum or are recorded in the minutes of the next director's meeting.

4. What about the register of members?

A company's register of members must accurately record its members. The register of members of a single member company must contain an express statement to the effect that the company has only one member and state the date upon which the company became a single member company.

If the company originally had more than one member and the membership reduces to one, then the register must contain an express statement to the effect that the company has only one member and state the date upon which the company became a single member company.

If the membership of a single member company later increases, you must record the details of the new member in the register of members. You should enter an express statement to the effect that the company is no longer a single member company and the date on which that event occurred.