Ancillary Transaction Documents

Ancillary transaction documents are the supporting legal documents that sit alongside the main investment agreement and (if separate) the shareholders agreement. They help put the terms of the deal into effect and ensure that all necessary legal and procedural steps are properly completed – such as issuing shares, updating the company’s articles or making required filings with Companies House.

These documents are essential to making the investment legally effective. They:

• authorise the company to proceed with the investment
• constitute the necessary shareholder and board decisions
• ensure compliance with legal and regulatory requirements
• support and implement the terms of the investment agreement

Without them, the deal may not be properly implemented — or enforceable.

The documents needed will vary depending on the deal, but commonly include:

• board resolutions – to approve the transaction and share allotment
• shareholder resolutions – to create new share classes if required, grant authority to the directors to allot shares, disapply pre-emption rights, adopt amended or new Articles of Association and to approve other matters requiring shareholder consent
• amended or new Articles of Association – to cover rights attaching to different share classes, shareholder rights to appoint directors, provisions governing the future transfer of shares and other matters
• disclosure letter – to disclose which qualify warranties given in the investment agreement
• directors’ service agreements – if required under the terms of the deal
• deeds of adherence – to bring new shareholders into an existing shareholders’ agreement
• share certificates – to be issued to new shareholders
• Companies House forms – such as SH01 for the allotment of new shares

No – the documents needed will depend on the structure and complexity of the transaction. A simple investment may only require basic approvals and filings. A more complex deal, particularly where new rights or protections are being granted to investors, will usually require a full suite of ancillary documents.

If you’re unsure what you’ll need, our document templates come with clear guidance notes to help you identify what’s relevant for your transaction.