Companies Act 2014 section 196

Single-member companies — absence of need to hold general meetings, etc.

Section 196 sets out special rules for companies that have only one member, removing the general requirement to hold general meetings and allowing the sole member to make decisions in writing instead.

• A single-member company is any company with just one member, even if its constitution requires two or more members
• The sole member may exercise all powers normally requiring a general meeting without actually holding one, except for removing or not reappointing a statutory auditor
• Decisions must be recorded in writing, retained with the company's books, and certain resolutions must be notified to the Registrar within 15 days
• Failure to comply with the record-keeping and notification requirements is a category 4 offence, though a decision remains valid even if the written record requirement is not met