Set up a CiC this year to help local BAME communities with future intent of adding directors. Have adopted the model memorandum from Companies House. The Bank is unable to open bank account as the articles do not accommodate single director.
Anyone knows which articles elements I can change to what accommodate single director with view to increase for future? Or a template I can use to have single director and also cater for future directors, which will become important if funding is pursued. Right now just want a bank account?
If you have a look at the model articles, the following can be inserted into article 12:
"In the event of the Company having only one Director, a majority decision is made when that single Director makes a decision."
This allows decisions to be made by the single director without a meeting.
Oh thank you so much. This should be sufficient? or anything else to be inserted? To enable a bank account to be opened by single director?
The notes to the model articles say to update the quorum (art 15), so I would do that to be safe, but I don't see a single director holding a 'meeting' with themselves.
Thank you so much, will make the changes now and "have a meeting with myself" to pass a resolution to change the model articles to reflect and accommodate single director status
It has been so great to find this amazing group and resources.
The standard clause is something like:
"Single Director. If the Company should have one only Director, the general rules regarding decision-making do not apply, and the Director may take decisions without regard to any of the provisions of the Articles relating to Directors’ decision-making."
Check with the Bank if they'll be happy with this and, if so, you'll need to formally pass a special resolution to amend the articles accordingly. You can do this by written resolution which, assuming you are also the sole member of the company, requires just your signature and takes effect immediately (though you must file a certified copy with Companies House).
The other option is that you can have multiple directors but a single authorised director for the bank. We have 3 directors on our CIC but I set up the bank account and I am the only director with access to the bank. You would need the other directors to send their details, ID, proof of address, etc to the bank but if your primary aim is to only have you with access to the bank, that can work as well.
Dave (The Angelfish Community CIC)