Board minutes - Transfer of shares drafting

Question 1

Structure

Answer 1

1) Heading
2) Present
3) Chair
4) Notice and quorum
5) Declarations of interest
6) Business of the meeting
7) Transfer of shares
8) Filing and administration
9) Close

Question 2

What do you have to remember with transfer of shares?

Answer 2

1) Making sure articles don’t restrict transfer
2) Adding new shareholders to shareholders agreement with a deed of adherence to shareholder’s agreement
3) Waiving pre-emption rights with a deed of waiver

Question 3

Business of the meeting

Answer 3

The chairperson reported that the business of the meeting was to consider and, if thought fit, approve the registration of the transfer of certain shares in the capital of the Company

Question 4

Transfer of shares - Stock Transfer form

Answer 4

1. There was produced to the meeting:
   [a stock transfer form (Transfer) [duly OR to be] executed by [NAME OF TRANSFEROR] in respect of the transfer of [NUMBER] [CLASS] shares of £[AMOUNT] each in the capital of the Company (Transferred Shares) to [NAME OF TRANSFEREE]; OR stock transfer forms (Transfers) [duly OR to be] executed by each transferor transferring shares in the capital of the Company (Transferred Shares) as follows:
   (Table with 3 columns entitled Name of transferor, Name of transferee, Number and class of shares)

Question 5

Transfer of shares - Share certificates

Answer 5

b) [the share certificate[s] in respect of the Transferred Shares OR a deed of indemnity in respect of [any] lost share certificate[s] duly executed by the [relevant] transferor];

Question 6

Transfer of shares - Shareholder’s agreement

Answer 6

c) [a deed of adherence to the shareholders’ agreement relating to the Company dated [DATE] and made between [NAME OF PARTY], [NAME OF PARTY] and [the Company] (Shareholders’ Agreement), duly executed by [the OR each] transferee; [and]]

Question 7

Transfer of shares - Deed of waiver

Answer 7

d) [a deed of waiver, duly executed by all the shareholders in the Company, waiving all and any pre-emption rights they may have in relation to the transfer of the Transferred Shares, whether arising pursuant to the Company’s articles of association[, the Shareholders’ Agreement] or otherwise.]

Question 8

Transfer of shares - S. 172(1) and success of the company

Answer 8

2. After careful consideration, [including consideration of the matters referred to in section 172(1) of the Companies Act 2006, IT WAS RESOLVED that the registration of the Transfer[s] would promote the success of the Company for the benefit of its members as a whole, and] IT WAS [FURTHER] RESOLVED to:
   a) approve the Transfer[s] produced to the meeting;
   b) [subject to the Transfer[s] being presented duly [executed and] stamped,] register the transferee[s] as the holder of the Transferred Shares [set out opposite [its OR their respective] name[s] in paragraph 5.1(a) above]; and
   c) subject to registration of the Transfer[s], prepare [a] new share certificate[s] in respect of the Transferred Shares and arrange for [the common seal of the Company to be affixed to the share certificate[s] OR the share certificate[s] to be executed by the Company in accordance with section 44 of the Companies Act 2006] and delivered to the transferee[s].

Question 9

Filing

Answer 9

The chairperson instructed [the Company Secretary OR [NAME]] to [make all necessary and appropriate entries in the books and registers of the Company] [and] [to arrange for the necessary forms and documents to be filed at Companies House].