First Resolutions of a Sole Director (Minutes)
These First Resolutions of a Sole Director (Minutes) are applicable when an "off the shelf" company has been purchased and it needs to be tailored to requirements.
Clauses 1 can be deleted if the initial director appointed on Form IN01 is not due to resign. Clause 3 should be used if the officers of the company are due to be changed. Clause 1(a) is used to confirm the appointment of the Director(s) who consented to act on Form IN01. Since the company was purchased “off the shelf”, then the first Director(s) are usually incorporation agents who will not wish to be involved in the business of the company and will want to resign. However, they must first be confirmed in their appointment and appoint an additional director (Clause 1 (d)) before resigning otherwise the company will be without any Director.
Companies are no longer required to have a Company Secretary but if a person was appointed as Company Secretary in Form IN01, then their appointment is confirmed by using Clause 1(b). Clause 1 (c) allows the initial Company Secretary to resign either to be replaced by another person or the Company can choose not to have a Company Secretary.
Clause 3 deals with the main business of tailoring the Company. The Director is able to decide the location of the Registered Office, the Accounting Reference Date, and the identity of the Auditors. The Director then calls a general meeting of the shareholders where the shareholders can vote on resolutions to adopt new Articles of Association, disapply pre-emption rights, amend the Memorandum of Association (if required) and change the company’s name. Under section 561 of the Companies Act 2006, existing shareholders have automatic pre-emption rights on a new share issue. Section 569 allows companies with one class of shares to amend their articles or pass a special resolution to disapply these pre-emption rights. The optional special resolution is listed at Clause 2(f) 3.
At Clause 4, the board meeting is adjourned so that a general meeting of the shareholders can be convened at short notice or written resolutions can be sent out to the shareholders (please delete as appropriate).
The board meeting is then reconvened where it is resolved that the subscribers are entered into the register of members or the transfer of their shares is approved (Clause 5), other share transfers are approved (Clause 6), and applications for new shares are approved (Clause 7).
These First Resolutions of a Sole Director (Minutes) are in open format. The requisite details should be inserted into the highlighted fields or the wording can be adjusted to suit your purposes. Wording in square brackets is optional. If it is required, then the brackets should be deleted and the wording within them retained. If the wording is not required, then it can be deleted.
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