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1. What is a single member company?
A single member company is a private company, limited by shares or by guarantee, which is incorporated with one member, or whose membership is reduced to one person.
2. Can a single member run the company?
No. The company must still have at least one director and a secretary who cannot also be the sole director.
3. How can a single member hold general meetings?
Unless the company's articles of association specify anything to the contrary, a single member - present in person or by proxy - constitutes a quorum. If such a meeting is held, it must be recorded in the minutes.
If a single member takes a decision, except by written resolution, then the decision must be given to the company in writing.
4. 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 directors' meeting.
5. What about the register of members?
A company's register of members must accurately record its members. If a company is incorporated with one member, then the register must reflect this. If the company originally had more than one member and the membership reduces, then the register must show when this happened. Similarly, the appropriate entries must be made in the register of members if the number of members later increases.
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