Minute Book of Share Transfer

Miss Tang is purchasing a company from its current owner, Mr. Jia, by share purchase transaction.

Minute Book before Purchase

Before transaction, the company has a set of minute book as follows:

• Shareholders Resolution
• Company By-law
• Consent to Act as Director
• Board Resolution
• Director Register
• Share Subscription
• Shareholder Register
• Share Certificate

Minute Book at Transfer

Board Resolution

Usually in the article of incorporation, the share transfer has to be approved by the board of the directors. So before the current owner and buyer sign the share purchase agreement or before it takes into effect, the previous board of directors need to pass a resolution approving the share transfer.

Two key issues of this board resolution:

• approve the share transfer (including cancel the old share certificate and issue the new one)
• appoint the new president and secretary of the company

Minute Book after Transfer

Shareholders Resolution

The new shareholders need to have a meeting and pass the resolution immediately to elect the new directors.

Consent to Act as Director

Any one who is going to be a director needs to sign this consent letter.

New Share Certificate

Share Certificate has the shareholder's name on it. So in a share transfer scenario, a new share certificate needs to be issued to the new shareholer.