Claim No: CR-2024-004856 - [2025] EWHC 2304 (Ch)

The ordinary shareholders’ Article 4 rights

Article 1.1 of Koza Ltd’s articles of association makes applicable the Model Articles contained in Schedule 1 to the Companies (Model Articles) Regulations 2008 (the “Model Articles”).

Article 3 of the Model Articles provides that:

“the directors are responsible for the management of the company’s business”.

However, article 4 of those Model Articles (“Article 4”) provides (at article 4(1) that:

“The shareholders may, by special resolution, direct the directors to take, or refrain from taking, specified action”.

It may be seen that the combination of these provisions creates fertile ground for a stand-off between the ordinary shareholder of Koza (Koza Altin) and its sole director, particularly if, as has been the case up to now, the sole director (Mr Ipek) does not recognise the authority of the directors of Koza Altin to give him directions.