Board minutes: share purchase seller

Minutes of a meeting of the board of directors of a corporate seller in a share purchase transaction.

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When do I use this document?

  • as completion board minutes for the seller at closing of a Share Purchase Agreement
  • for a meeting of the corporate seller to be held at completion of the transaction

What are the key features?

  • resolutions for the typical matters to be approved by a seller at completion
  • approval of the sale of the target company by the seller 
  • approval of the Share Purchase Agreement and its principal terms
  • approval of other documents to be entered into by the seller as part of the transaction

What other documents are there?

Other completion board minutes which may be required at closing of a share purchase transaction include:

When do I use this document?

  • for a company’s statutory registers, also known as statutory books or company books.
  • for a private limited company.
  • for company registers which will be stored electronically.

What are the key features?

  • easy to complete statutory register template.
  • registers of:
    • members (shareholders).
    • share allotments.
    • share transfers.
    • directors.
    • company secretary.
    • directors’ residential addresses.
    • charges.
    • people with significant control (PSC Register).

What else do I need to know?

Companies Act 2006 requires a company to prepare and maintain certain statutory registers, including:

  • a register of directors and secretary and a separate register of directors’ residential addresses.
  • a register of members.
  • a register of charges (if created prior to 6 April 2013).
  • unless exempt, a register of people with significant control (a PSC Register).

These registers, often called the company’s statutory books, must be kept either at the company’s registered office or at another specified address.

Most of these registers can be inspected by the public on payment of a fee. The register of directors’ residential addresses is not available for public inspection.

The registers can be held in electronic form.

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Updated by a lawyer on 27/06/2025

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