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LPC Law Notes Business Law and Practice Notes

Shelf Company And Post Incorporation Notes

Updated Shelf Company And Post Incorporation Notes

Business Law and Practice Notes

Business Law and Practice

Approximately 649 pages

A collection of the best LPC BLP notes the director of Oxbridge Notes (an Oxford law graduate) could find after combing through dozens of LPC samples from outstanding students with the highest results in England and carefully evaluating each on accuracy, formatting, logical structure, spelling/grammar, conciseness and "wow-factor".

In short these are what we believe to be the strongest set of Business Law and Practice notes available in the UK this year. This collection of notes is fully updat...

The following is a more accessible plain text extract of the PDF sample above, taken from our Business Law and Practice Notes. Due to the challenges of extracting text from PDFs, it will have odd formatting:

Company Law – Private Limited Companies

Shelf Company and post-incorporation

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]

1 New directors appointed
  • Model Article 17 – either by ordinary resolution or decision by the directors.

  • Form AP01 to Companies House [CH]

  • Update register of directors and register of director’s residential addresses.

2 New secretary appointed (where relevant)
  • Board resolution

  • AP03 to CH

  • Update Register of Secretaries


Transfer of subscriber shares to the client


  • Stock Transfer Form + Share certificate; OR

  • Letters of renunciation?

  • Update register of members

  • Change in composition of membership must be notified to CH on the next Annual Return

4 Change company’s name
  • See separate notes

5 Change registered office
  • S.87 CA = Board resolution

  • Form AD01 to CH


Resignation of old director / secretary

[only when all necessary changes have been made]

  • Letters of resignation to the board

  • Send to CH

  1. TM01 (Termination of appointment of directors)

  2. TM02 – secretaries

  • Update register of Directors / directors residential addresses / secretaries

7 Amend articles of association
  • S.21 CA 2006: special resolution

  • Send to CH:

a) Special resolution (S.29 &30 CA)

b) Articles as amended (S.26) unless the amended articles are simply the model articles with no amendments.

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...

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