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First Meeting of Directors

draft MINUTES OF FIRST BOARD MEETING

: New Company Ltd

MINUTES of the first Meeting of the Board of Directors held at:

: 11 Church Road - Great Bookham - Surrey - KT23 3PB

: on Thursday 5th August 2012 at 12.00 a.m.

PRESENT:

: Andrew Johnson

: James Garfield

IN ATTENDANCE:

: John Tyler

1. Quorum

It was resolved that ____________________ be appointed chairman.

The Chairman confirmed that notice of the meeting had been given to all the directors of the Company and that a quorum of the board of directors was present at the meeting.

2. Certificate of Incorporation

The Chairman reported that the Company had been incorporated on

: Wednesday 1st July 2012

: under Company Number. 12345678

And produced the Certificate of Incorporation and a copy of the Memorandum and Articles of Association of the Company as filed at the Companies Registry.

3. Directors

It was noted that the first Directors of the Company are:

: Andrew Johnson

: John Tyler

And its first Secretary is

: James Garfield

It was resolved that __________________ be appointed as (an) additional director(s) of the company and that the secretary be ordered to obtain the relevant particulars and consent(s).

4. Registered Office

It was resolved that the company's registered office be situated at _______________________ , and that the following items be kept there:

  • Register of members
  • Register of directors' interests
  • Copies of directors' service agreements

It was reported by the secretary that such address had (not) been specified in the above mentioned statement as the intended location of the company's registered office on incorporation. The secretary was thus instructed to complete 'Notice of change of registered office'.

5. Auditors

It was resolved that ______ be appointed auditors to the Company to act as such until conclusion of the first annual general meeting of the Company and their remuneration be at a rate to be subsequently agreed.

6. Accounting Reference Date

It was resolved that the accounts of the Company be made up to : 31st March.

7. Bankers

It was resolved that ______ Bank PLC, be appointed bankers of the Company and that the resolutions set out on the form of mandate produced to the meeting (a copy of which is annexed hereto) be approved and passed and deemed to be set out herein in extenso.

8. Company Seal

It was resolved that the company seal produced to the meeting, an impression of which is affixed to these Minutes, be approved and adopted as the common seal of the Company and that it be kept in safe custody by the Secretary.

9. Share Capital

It was noted that the share capital of the company was £…. divided into … shares of £1.00 each and that the capital had been fully subscribed by the subscribers to the Memorandum of Association. It was resolved that the names of the subscribers be entered in the register of members in respect of such shares.

9a. There were produced to and considered by the meeting the following transfers of shares (with supporting certificates):

Transferor: UK Incorporations Ltd

Transferee: ______

No of shares: 100

Transferor: UK Incorporations Ltd

Transferee: ______

No of shares: 100

10. Register of Members

It was resolved that:

a) subject to their being represented duly stamped, such transfers be approved

b) the names of the transferees be entered in the register of members in respect of the shares transferred to them: and the Secretary be instructed to prepare share certificates in respect of the shares transferred and to deliver them to the transferees.

11. Nameplate

The Secretary was instructed to arrange for a nameplate to be ordered and affixed outside the Registered Office.

12. VAT

The Secretary was instructed to register the company with HM Revenue and Customs for the purposes of VAT.

13. Directors' Declarations of Interests

: Andrew Johnson

a director of the company, gave notice that he was a director/shareholder and therefore had a pecuniary interest in any contract made with any of the following companies:

………………………….Ltd

Each director presented:

(a) a note of any other directorships which he held and of companies in which he is involved and which might in future form contracts or arrangements with the company. He declared an interest in any contract made with such company.

(b) details in writing of the interests of himself, his spouse and children in shares and debentures for recording in the register of directors' interests to be kept.

14. Next Director's Meeting

It was agreed: That the next meeting of the directors shall be held on _____________________ at ________ .

15. There being no other business the meeting ended.

Chairman

Andrew Johnson