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Shelf Company And Post Incorporation Notes

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This is an extract of our Shelf Company And Post Incorporation document, which we sell as part of our Business Law and Practice Notes collection written by the top tier of Cambridge And Oxilp And College Of Law students.

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Core Module: BLP Paper A

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

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Model Article 17 - either by ordinary resolution appointed or decision by the directors.

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Form AP01 to Companies House [CH]

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Update register of directors and register of director's residential addresses. 2 New secretary

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Board resolution appointed

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AP03 to CH (where relevant)

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Update Register of Secretaries 3

Transfer of subscriber shares to the client
[shareholders]

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7 Change company's name Change registered office Resignation of old director /
secretary

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[only when all necessary changes have been made]

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Amend articles of association

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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 See separate notes S.87 CA = Board resolution Form AD01 to CH Letters of resignation to the board Send to CH a) TM01 (Termination of appointment of directors) b) TM02 - secretaries Update register of Directors / directors residential addresses / secretaries 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

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

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

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Note resignation of previous director & secretary

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Note appointment of new directors and secretary

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

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