Scribd
Upload
10 views

Common Ancillary Documents

The document lists and briefly describes various common ancillary documents used in share purchase transactions, including consent letters, board minutes, share certificates, indemnities, letters of resignation, escrow letters, powers of attorney, and stock transfer forms.

Uploaded by

Khaadim Ndao
Copyright
© © All Rights Reserved
We take content rights seriously. If you suspect this is your content, claim it here.
Available Formats
Download as DOCX, PDF, TXT or read online on Scribd
10 views

Common Ancillary Documents

The document lists and briefly describes various common ancillary documents used in share purchase transactions, including consent letters, board minutes, share certificates, indemnities, letters of resignation, escrow letters, powers of attorney, and stock transfer forms.

Uploaded by

Khaadim Ndao
Copyright
© © All Rights Reserved
We take content rights seriously. If you suspect this is your content, claim it here.
Available Formats
Download as DOCX, PDF, TXT or read online on Scribd
You are on page 1/ 2

# Ancillary Document (Firm Template) Brief description

1. Consent letter A letter under which one person confirms to


another that it consents to something, typically
because that thing requires a waiver from a strict
obligation or is stated to be something that can
only happen with that person’s consent.
2. Board minutes Board minutes are a record of a meeting of a
company’s board of directors and they evidence
that a decision has been made in accordance with
the correct procedures of the company’s
governance.
3. Share certificate A share certificate is a legal document that
provides evidence that the person named on it
owns the number and class of shares listed on it
(but legal ownership is only conclusively
determined by whether a person is written-up in
the Company’s ‘register of members’ as the owner
of the shares). When the share transfer takes
place, the Sellers will need to hand in their share
certificates for cancellation and a new share
certificate will need to be issued to the Buyer.
4. Indemnity for lost share certificate If a share certificate has been lost, the Sellers will
be required to give an indemnity for the lost share
certificate (instead of handing in the share
certificate itself) under which they will confirm
that they haven’t transferred or charged the
shares (i.e. pledged them as security) and that
they will be responsible for any costs or liabilities
arising on account of the share certificate having
been lost.
5. Letter of resignation A standard form letter under which a person,
typically either a director or the company
secretary, resigns from the target company on
completion of the sale.
6. Escrow letter This is a letter from the parties to the Share
Purchase Agreement under which, if funds are to
be held in an escrow account, they instruct the
agent that is going to hold the funds as to how the
escrow account should be operated (and, in
particular, in what circumstances funds can be paid
out of it). An escrow account is sometimes used to
hold part of the purchase price for a defined
period post-completion as security for any
warranty claims under the SPA.
7. Power of Attorney A power of attorney is a common way of
delegating authority and may be used by a person
(often called ‘the principal’) to authorise another
person (the ‘attorney’) to sign documents on its
behalf. Sellers may enter into a power of attorney
(often appointing another Seller as their attorney)
if they are likely to be unavailable to sign deal
documents themselves and/or if they are happy
for that other person to deal with all the sale
negotiations on their behalf.
8. Stock Transfer Form The Share Purchase Agreement is an agreement to
transfer shares and a stock transfer form (or STF) is
a standard form legal document that must
generally be completed in order to actually
transfer shares in an English company. Once the
deal has completed, the stock transfer forms will
normally be sent to HMRC for ‘stamping’ – that is,
to have ‘stamp duty’ (a tax) paid in relation to the
transfer of the shares.

You might also like