M&A

Heads of terms

Heads of terms relating to the sale and purchase of all the shares in a target company.

Preliminary

Preliminary documents relating to the proposed sale and purchase of all the shares in a target company including:
  • Confidentiality agreement (long / short form)
  • Exclusivity agreement
  • Legal due diligence questionnaire
  • Documents list

Share sale and purchase agreement (and ancillaries) suite

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:
  • Share purchase agreement
  • Documents list
  • 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

Contract

Contract (general)

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

Corporate

Articles of Association

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

Change of Articles

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

Consolidation and sub-division

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

Redesignation of shares

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

Reduction of capital

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

Share buyback

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

Share issue

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

Share transfer

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

Variation of class 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)

What's coming up in FC Documents:

New Documents
Shareholders' agreement (and ancillaries) suite:

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.

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