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?

  • for general business transactions or joint ventures
  • where both parties will disclose confidential information
  • for a shorter form NDA with principal legal protections for the parties

What are the key features?

  • 17 paragraphs over 3 pages
  • definitions of Confidential Information and Proposed Transaction
  • confidentiality obligations
  • authorised recipients of Confidential Information
  • circumstances permitting compulsory disclosure
  • procedure for returning Confidential Information to its owner
  • duration of agreement

What other documents are available?

For a longer form of mutual confidentiality agreement with more extensive protections for the benefit of the disclosing party, see

For forms of confidentiality agreement where only one party will disclose confidential information see

Explanatory Guides

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Updated by a lawyer on 23/07/2025

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