#3226 - Shelf Company And Post Incorporation - Business Law and Practice

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 HMRC about PAYE and NI arrangements

Completing statutory books for a company (usually done by company Secretary):

• Companies are required to keep certain registers in hard copy or electronic format.

• Board minutes will be signed by the chairman (and must be kept for at least 10 years – s248 CA 2006)

• If requirement not met – those in default may be liable for a fine.

• Also make sure company complies with disclosure requirements of name [S.82 CA]

Registers for private limited companies:

Ongoing obligations for a company

• Document to be available for inspection by shareholders (e.g. Director’s service contracts, minutes of meetings, director’s written resolutions)

• Filings at Companies House: Annual Returns, Accounts, Event driven filings

How does a company enter a contract

S.43 CA 2006:

1. By seal; or

2. On behalf of the company by a person acting with authority, express or implied; Or

3. Using method for execution by a company envisaged by S.44