Closing Board Meeting Protocol
This document is a template for the minutes of a board of directors meeting. It records the resolutions passed by the company's board to approve the sale of its entire issued share capital to a buyer. Key actions include the transfer of shares, the appointment and resignation of directors, and updates to bank mandates and company registers following the sale.
COMPANY NUMBER: [selling company number]
[selling company name]
Minutes of a meeting of the board of directors (the Meeting) of [selling company name]
(the Company)
Held at [board meeting address]
Held on [board meeting date & time]
PRESENT: | [board meeting attendees - normally directors with quorum] |
IN ATTENDANCE: | [buying company director] |
Chair, notice and quorum
[board meeting chair - normally directors of selling company] was appointed Chair of the Meeting. The Chair reported that due notice of the Meeting had been given in accordance with the Company's articles of association (the Articles) and that a quorum was present. Accordingly, the Chair declared the Meeting open.
Business of the Meeting
The Chair reported that the purpose of the Meeting was to consider and, if thought fit, approve certain documents and various matters relating to the sale by [selling company sellers (shareholders)]. (the Sellers) of the entire issued share capital of the Company to [buyer] (the Buyer) (the Sale).
Declaration of interests
The Chair, being the sole Director of the Company, confirmed that he had no interest in the transactions and other arrangements to be considered at the Meeting that he was required to declare by section 177 CA 2006, section 182 CA 2006 or the Articles, which he had not previously duly declared in accordance with the relevant provisions.
The Chair noted that the Articles provide that a director is entitled to vote and be counted in the quorum on a matter in which they are interested and that none of the directors present were otherwise prevented from doing so.
Documents produced to the Meeting
There were produced to the Meeting:
various stock transfer forms in respect of the transfer of the Company's ordinary share capital of [£0,00001] each (the Sale Shares) from the Sellers to the Buyer (the Stock Transfer Forms);
original share certificates in respect of each Stock Transfer Form (the Share Certificate);
a notice from the Buyer to the Company confirming the required particulars under section 790K CA 2006 for the purposes of updating the Company's PSC register
other documents listed in the clause 1 of the Part A of the Schedule 3 of the Share Purchase Agreement entered into by the Sellers and Buyer on June 23, 2022 (the SPA) as applicable and not listed above (the Sale Documents).
Share transfers
The Stock Transfer Forms were considered by the Chair together with the relevant Share Certificates as appropriate:
Transferor: Seller 1
Transferee: Buyer
No. of Sale Shares transferred: # Shares
Consideration: $xxx,xxx
Transferor: Seller 2
Transferee: Buyer
No. of Sale Shares transferred: # Shares
Consideration: $xxx,xxx
Transferor: Seller 3
Transferee: Buyer
No. of Sale Shares transferred: # Shares
Consideration: $xxx,xxx
Transferor: Seller 4
Transferee: Buyer
No. of Sale Shares transferred: # Shares
Consideration: $xxx,xxx
Having carefully considered each of the transfers listed above (the Transfers), IT WAS RESOLVED, subject to each of the Stock Transfer Forms being duly stamped, that:
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