Subscription Agreement: established business single investor

When do I use this document?

• for the inaugural board meeting of a company following its formation
• to replace temporary arrangements put in place at the time of incorporation formation
• for a company incorporated in England and Wales

What are the key features?

• resolutions for a complete range of matters for the first board meeting
• directors: remove temporary directors and appointment permanent directors
• name: change the name from a temporary to a permanent name
• articles of association: adopt new Articles of Association in place of default Companies Act Model Articles
• registered office: update from temporary to permanent registered office address
• bank: approve bankers and bank mandate(s)
• year end: change the company’s financial year end (its accounting reference date) from the default date under the Companies Act to the date to which statutory accounts will be prepared
• shares: approve transfers, allotments and issues of shares to new and existing shareholders

What else do I need to know?

A company may need to hold a board meeting following the company’s formation to approve certain administrative and other matters.

This is particularly the case where, for timing or other reasons, a company has been formed quickly with certain matters dealt with on a temporary basis, perhaps to be decided or arranged later.  A board meeting can update these temporary arrangements and approve and put in place the intended longer-term arrangements.