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 the allotment of new shares in a private limited company
- for a subscription for shares in a company for cash
- for a standard application for new shares without a separate subscription or investment agreement
What are the key features?
- alternative subscription letters depending on whether the subscriber is an individual or a company
- to be completed with information about the company issuing shares and the subscriber, the number of shares and price per share
Following the subscription, the details of the shareholder and issued shares should be recorded in the company’s register of allotments and register of members – see Statutory Registers Template
What other documents are available?
For fuller forms forms of share subscription agreement and explanations for their use, see Subscription Agreement Template
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Updated by a lawyer on 23/07/2025
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