Minutes of the first meeting of the board of directors of a newly acquired "off-the-shelf" company in England & Wales, dealing with the initial set-up matters under the Companies Act 2006.
How to use this template - Replace every
[SQUARE-BRACKET]field before use. - Use this just after acquiring a ready-made company, to put your own people, address and shares in place. - A private company is not required to have a company secretary (Companies Act 2006, s 270), appoint one only if you wish. - File the necessary changes (directors, secretary, registered office, PSC details) at Companies House, and keep minutes for at least 10 years (s 248).
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[COMPANY NAME] LIMITED, Company number: [NUMBER]
Minutes of the first meeting of the board of directors held at [PLACE] on [DATE] at [TIME].
Present: [NAME(S)] · Chair: [NAME]
1. Incorporation. It was noted that the company was incorporated on [DATE] as a private company limited by shares, with the subscriber being [SUBSCRIBER NAME] holding [NUMBER] share(s).
2. Appointment of directors. IT WAS RESOLVED that [NAME] [and [NAME]] be appointed as director(s) with effect from [DATE].
3. Company secretary (optional). IT WAS RESOLVED that [NAME] be appointed as company secretary [or: that the company will not appoint a secretary, as permitted for private companies].
4. Registered office. IT WAS RESOLVED that the registered office be changed to [NEW REGISTERED OFFICE ADDRESS].
5. Transfer / allotment of shares. IT WAS RESOLVED that [the transfer of the subscriber share to [NAME] be approved and registered / [NUMBER] ordinary shares of £[VALUE] each be allotted to [NAME], credited as fully paid], and that the register of members be updated and a share certificate issued. Any allotment is made only on the basis that the directors have authority to allot under the Companies Act 2006 and the company's articles, any applicable pre-emption rights have been complied with or disapplied, and the company files the required return of allotment at Companies House within the statutory deadline.
6. Accounting reference date and records. IT WAS RESOLVED that, the statutory rules and restrictions on changing the accounting reference date being satisfied, the company's accounting reference date be changed to [DATE] and the appropriate notice be filed at Companies House, and that [ACCOUNTANTS] be appointed to assist with accounts and filings.
7. People with significant control. The directors confirmed the company's PSC information and resolved to file it at Companies House.
8. Authority. IT WAS RESOLVED that any director be authorised to make the necessary filings at Companies House and do all things needed to give effect to these resolutions.
9. Close. There being no further business, the meeting closed.
Signed (Chair): __________________ Date: [DATE]
--- This template is a starting point and not legal advice. Have a qualified solicitor or accountant review and adapt it before use. Governing law: England & Wales.