Board minutes: target company (completion): share purchases

by Practical Law Corporate , based on material supplied by CMS Cameron Mckenna Nabarro Olswang LLP

A standard document providing template minutes for a target company's board meeting held on completion of a share purchase transaction involving the transfer its entire issued share capital. This document is designed for a private company limited by shares in England and Wales. It addresses the key resolutions required to effect the change of control arising from the transaction, including approving share transfers for registration, accepting the resignations of existing directors and appointing new directors nominated by the buyer. This document also covers common post-acquisition formalities such as dealing with changes to the company's PSCs and RLEs, its registered office and email address, auditor and accounting reference date. It incorporates considerations under the Companies Act 2006, including directors' duties and new requirements introduced by the Economic Crime and Corporate Transparency Act 2023 (ECCTA), such as director identity verification. The resolutions contemplate the necessary administrative actions and filings at Companies House to formalise the changes. These minutes can also be adapted for use by any subsidiaries of the target company.