Single Member/Shareholder Company

An individual, can incorporate or become a single member limited liability company. The Companies Acts further provide that, subject to certain modifications, all the provisions which apply to private companies limited by shares will apply to single member companies.

For instance, the sole member, if he so decides, can dispense with the holding of General Meetings, including Annual General Meeting. The Report and Accounts that would normally be laid before the AGM of a company will still need to be prepared and forwarded to the shareholder.

Formation of a Single Member Company – One person may, by subscribing his name to a Memorandum of Association and otherwise complying with the requirements of the Companies Acts and these regulations relating to registration, form an incorporated company being a private company limited by shares.

As with a multi member company a single member company is required to have a minimum of 2 directors at all times.

General Meetings

All power exercisable by a company in general meetings under the Companies Acts shall, be exercisable in the case of a single member company, by the sole member without the need to hold a meeting.

Any matter required to be done, decided by the company in general meeting or decided by resolution are satisfied, in the case of a single member company, by decision of the member which is drawn up in writing and notified to the company. These notifications/resolutions must be recorded by the company and retained in book form or other suitable means. Resolutions to which S143 of the 1963 Act applies shall be notified to the Registrar within 15 days.

Meetings will be required for matters concerning the removal of an auditor, for non appointment of an auditor etc.

Annual General Meetings

The sole member of a single member company may decide to dispense with the holding of an AGM. The decision shall have effect for the year in which the decision is made and subsequent year but shall not effect any liability already incurred by reason of default in holding an AGM.

It is open to the sole member or the auditor of the company to require the holding of an AGM in a particular year by notice to the company not later than 3 months before the end of the year. If such a notice is given then the provisions of Section 131 of the Companies Act 1963 apply in respect of the calling of the meeting.

Where a decision to dispense with the holding of AGM's for a single member company is in force then the requirements in the main Act to lay Balance Sheet, Profit and Loss Accounts, Directors Report and Auditors Report before an AGM shall be satisfied where the accounts and reports are sent to the sole member.

The appropriate date for a company formed as single member company or a private company which becomes a single member company and takes a decision not to hold an AGM before the first AGM is due, the last date of the month in which the anniversary of its formation falls is the appropriate date.

For all other single member companies the appropriate date is the last date of the month in which the anniversary of the last AGM was held falls.