FC Documents Library 

Documents to vary or alter an existing contract including:

• Deed of variation (and restatement)
• Deed of novation (and variation)
• Deed of assignment (incl. notice of assignment)
• Deed of release
• Deed of termination

Documents associated with the sale and purchase of all the shares in a target company that is a private company or a non-traded public company including:

• Heads of terms
• Confidentiality agreement (long / short form)
• Exclusivity agreement
• Legal due diligence questionnaire
• Documents list
• Share purchase agreement
• Disclosure letter
• Contribution agreement
• Power of attorney - pre-registration
• Buyer, seller and target group board minutes
• Resignation letters: directors, secretaries and auditors
• Letters of consent to act (director / secretary)
• Stock transfer forms
• Indemnities for lost share certificates
• Share certificates
• Members’ written resolution (change of name)
• Deed of release and waiver

Documents associated with the sale and purchase of a separate business unit as a going concern including:

• Heads of terms
• Confidentiality agreement (long / short form)
• Exclusivity agreement
• Legal due diligence questionnaire
• Documents list
• Business purchase agreement
• Disclosure letter
• Buyer and seller board minutes
• Members’ written resolution (seller change of name)
• Deed of assignment of key contracts (with notices of assignment)
• Deed of novation of a key contract
• Template notice of assignment

A suite of documents for a joint venture to be entered into between two corporate entities, each holding ordinary shares equal to 50% of the issued share capital of a private joint venture company limited by shares.

Documents to generate articles of association including:

• Untailored reprints of the Model Articles of Association for:
  • A private company limited by shares
  • A private company limited by guarantee
  • A public company
• Tailored articles of association of:
  • a newly incorporated private company limited by shares
  • a private company limited by shares that is a wholly-owned or 75+% majority-owned subsidiary
  • a non-traded public company
• Memorandum of association

Documents to amend or replace the articles of association of a private company limited by shares or non-traded public company

• Board minutes
• General meeting documentation
  • Consent to short notice
  • Notice of GM
  • Proxy form
  • Minutes of GM
  • Print of special resolution for filing
• Members’ written resolution (and print for filing)
  • Template CC04

Documents for the consolidation and/or sub-division of all (or all of a particular class) of a private or non-traded public company’s fully paid shares into shares of the same class including:

• Board minutes
• General meeting documentation
  • Consent to short notice
  • Notice of GM
  • Proxy form
  • Minutes of GM
• Members’ written resolution
• Lost share certificate indemnity
• Share certificates

Documents for the redesignation of an entire single class of fully paid shares in the share capital of a private or non-traded public company into one alternative class including:

• Board minutes
• General meeting documentation o Consent to short notice o Notice of GM o Proxy form o Minutes of GM o Print of special resolution for filing
• Members’ written resolution (and print for filing)
• Lost share certificate indemnity
• Share certificates

Documents for the reduction of capital of a private company using the solvency statement procedure including:

• Board minutes
• Class consents (and filing copies)
• General meeting documentation
  • Consent to short notice
  • Notice of GM
  • Proxy form
  • Minutes of GM
  • Print of special resolution for filing
• Members’ written resolution (and print for filing)
• Directors’ solvency statement
• Directors’ compliance statement

Documents for an off-market purchase by either a private company or a non-traded public company of its own shares under Chapter 4 Part 18 CA 2006:

• Board minutes
• General meeting documentation
  • Consent to short notice
  • Notice of GM
  • Proxy form
  • Minutes of GM
  • Print of special resolution for filing
• Members’ written resolution (and print for filing)
• Auditor’s report (payment out of capital)
• Directors’ statement (payment out of capital)
• Gazette notice (payment out of capital)
• Share buyback agreement
• Lost share certificate indemnity
• Share certificates
• Stock transfer forms
• Waiver of pre-emption rights

Documents for the allotment and issue of shares in either a private company or a non-traded public company, under Part 17 CA 2006 including:

• Board minutes
• General meeting documentation
  • Notice of GM
  • Proxy form
  • Minutes of GM
  • Print of resolution(s) for filing
• Members’ written resolutions
• Print of members’ written resolution(s) for filing
• Directors’ written statement under s571(6) CA 2006
• Letter of application for shares
• Lost share certificate indemnity
• Share certificates
• Waiver of pre-emption rights

Documents associated with transfers of all or some of the certified shares in either a private company or a non-traded public company including:

• Board minutes
• Stock transfer forms
• Lost share certificate indemnity
• Share certificates
• Waiver of pre-emption rights

Documents to assist with the variation of class rights attached to a single class of shares in the share capital of either a private company or a non-traded public company, in accordance with s 630 CA 2006 including:

• Board minutes
• Class meeting documentation:
  • Consent to short notice
  • Notice of class meeting
  • Proxy form
  • Minutes of class meeting
  • Print of resolution for filing
• Written consent of a class to variation of class rights (and print for filing)