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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