FC Documents

All suites 

ECCTA 2023: References to authority to update or amend “statutory” registers removed. Instead, authorisations now make express reference to updating a company’s register of members, where appropriate, and to making appropriate entries in any other relevant registers and records that the company may keep.

Drafting regarding PSC notifications modified, where applicable, to reflect the changes to Part 21A CA 2006 including the abolition of the requirement for the company to keep a PSC register, along with amendments to associated footnotes.

References to the private company option for membership information to be held on the central register (which currently remains in force) deleted along with references to any other information held on the central register. 

Share sale and purchase

Shareholders’ agreement 

ECCTA 2023: Amended to include information and confirmations from the director for the purposes of a company’s filing obligations under s 167G(1)(a) CA 2006. 

Share sale and purchase

 Shareholders’ agreement 

ECCTA 2023: Amended to include information and confirmations from the secretary for the purposes of a company’s filing obligations under s 279G(1)(a) CA 2006. 

ECCTA 2023:

• definition of ‘Regulatory Authority’ updated to include the Registrar of Companies;
• warranties regarding company registers and records amended; and
• new buyer friendly, long form warranty regarding actions taken by the registrar in respect of the company’s filings. 

ECCTA 2023 failure to prevent fraud offence: New buyer friendly, long form warranties (with relevant drafting for corporate / individual sellers, target group / sole target and seller / warrantor scenarios).

New simple deferred consideration provisions (with set-off).

Revised and simplified CFDF adjustment mechanism provisions.

Expert determination provisions combined where either of the CFDF or NAV adjustment mechanism is included with an earn-out.

New condition for the purposes of Chapter 5 Part 1 DMCCA 2024.

Option to include pre-registration power of attorney in the SPA.

Share purchase agreement

Heads of terms

Buyer board minutes

Seller board minutes

If you request to “Download” or “Email” a suite of documents from an incomplete questionnaire, the questionnaire now makes a colour distinction between red mandatory questions (which must be answered to enable download) and orange questions (which should be answered to avoid gaps in drafting, but which won’t block download if left unanswered).

All share purchase documents are now generated from a single questionnaire.

Inclusion of express statement that warranties given by the sellers/warrantors are given subject to disclosure (and related amendments).

Consideration provisions amended/clarified where non-cash consideration is included with a cash free-debt free adjustment.

Retained Consideration definition: updated to refer to Base 'Cash' Consideration if cash and non-cash consideration is included with cash free-debt free adjustment mechanism.

Number of shares held by each seller now automated in Schedule 1 (Sellers) and 2 (The Company) where there are multiple share classes.

Amendment to article 32 as it relates to the transfer of shares by a member to an affiliate, new article 32.3, new definitions of related member and original member.

Amendments to articles 21.2 and 21.4 to clarify the ability of a shareholder to aggregate its shares with those of an affiliate to exercise a director appointment and removal right.

Amendments to articles 14.1 and 14.2 clarifying the ability of a shareholder to aggregate its shares with those of an affiliate to exercise a right to appoint the chair.

Amendments to articles 13.1, 13.2 and 13.3 relating to the quorum requirements.

Share purchase agreement