Board minutes: share purchase target
Minutes of a meeting of the board of directors of a target company in a share purchase transaction, incorporating resolutions for matters typically approved by the target company at closing.
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When do I use this document?
- as completion board minutes for the target company at closing of a Share Purchase Agreement
- for a meeting of the target company to be held at completion of the transaction
What are the key features?
- resolutions for the typical matters to be approved by a target company at completion
- approval of the share transfer(s) from the seller(s) to the buyer, subject to payment of stamp duty
- approval of appointment and resignation of directors as required by the buyer
- change of registered office to buyer’s address
- approval of changes to the company’s PSC register (register of people with significant control)
- approval of filings at Companies House
What other documents are there?
Relevant documents which may be produced and delivered with these minutes include:
When do I use this document?
- in conjunction with an allotment of new shares
- where the new shareholder is required to become party to, and bound by, the company’s Shareholders Agreement
- where the Shareholders Agreement does not include the required form of Deed of Adherence
What are the key features?
- different forms of Deed of Adherence, depending on whether the new shareholder is an individual or a company
- in the form of a Deed between the company and the new shareholder
What else do I need to know?
A deed of Adherence is required when new shares are allotted to someone who is not already a shareholder. The new shareholder may be required to agree to become a party to the company’s existing Shareholders Agreement. This requirement can be found either in the company’s Articles of Association or in the Shareholders Agreement.
This requirement is satisfied by the transferee executing a Deed of Adherence to the Shareholders Agreement. This process also applies where a new shareholder acquires shares by way of the transfer of existing shares in the company.
What other documents are available?
For a form of Deed of Adherence where the new shareholder becomes a shareholder on the transfer of existing shares in the company, see
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Updated by a lawyer on 23/07/2025
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