Shelf Company And Post Incorporation Notes

Definition: A company that is already incorporated and is sold and tailored to the buyer’s requirements.

Key Changes: [to transfer the company to the client]

First Board Meeting of new directors

• Meeting on reasonable notice – [Model Article 9] – [time, date, place]

• Note that a quorum is present – [Model Article 11 = Quorum = 2]

• Note resignation of previous director & secretary

• Note appointment of new directors and secretary

• Resolve to appoint Chairman [resolve any other board matter separately]

• Note change of registered office will become effective on filing of Form AD01

• Note shareholder resolution to change the name – change will not become effective until registrar issues new certificate of incorporation

• Approve share transfer (if board has received stamped stock transfer form)

Some other matters the board may deal with:

•Adopt Common seal (if wanted - do not need to have one)

•Appoint auditors (if necessary)

•Change Accounting Reference Date (if the board wants to change it)

•Choose a bank and pass resolution to sign bank mandate

•Issue more shares

•Award service contracts to directors

•Consider whether the company should make any amendments to the articles

•Consider whether VAT registration necessary or desirable

•Consider the company’s insurance arrangements

•If company will have employees – it will have to contact...