Minutes of First Meeting of Directors

XYZ Limited – Company Number 01020304
Date held:Tuesday 14th January 2014 – commencing 10.00am

Held at:17 Welham Drive, Newtown, Countyshire

Directors Present:Fred Astaire - appointed chairperson of the meeting
Ginger Rogers

1. Quorum

It was confirmed that notice of the meeting had been given to all the Directors of the Company.

It was noted that a quorum of Directors was present at the meeting in accordance with the Company’s Articles of Association.

2. Appointment of Chairperson

IT WAS RESOLVED thatFred Astaire be appointed Chairperson of the Board of Directors.

3. Company Formation

It was reported that the Company was incorporated on 10 January 2014 under Company Number 01020304.

The following documents were presented to the meeting:

  • The certificate of incorporation
  • A copy of the Memorandum and Articles of Association of the Company filed at Companies House

4. Registered Office

It was noted that the registered office of the Company is situated at 17 Welham Drive, Newtown, Countyshire.

5. Directors

It was further noted that the first Directors of the Company are Fred Astaire and Ginger Rogers and that no Company Secretary has been appointed.

6. Auditors

IT WAS RESOLVED that HWC Ltd be appointed Auditors to the Company to act as such until the conclusion of the Company’s first Annual General Meeting and their remuneration be at a rate to be agreed by the Directors in due course.

7. Accounting Reference Date

IT WAS RESOLVED that the accounts of the Company be made up to 31 January each year.

8. Bankers

IT WAS RESOLVED that a bank account for the Company be opened with AnyBank at the Bank’s branch located at West Street, Newtown.

IT WAS RESOLVED that the necessary resolutions set out in the standard form of mandate (presented to the meeting, approved and of which a copy is annexed to these minutes) be duly passed and the mandate returned to the Bank with specimen signatures of each of the signatories to the account.

9. Share Capital

It was noted that the share capital of the Company was £100 divided into 100 shares of £1.00each and that the capital had been fully subscribed by the Subscribers to the Memorandum of Association.

The Chairman reported receipt of the sum of £100 in the following proportions:

  • Fred Astaire - £40 received in respect of 40 shares
  • Ginger Rogers - £40 received in respect of 40 shares
  • Bette Davis - £10 received in respect of 10 shares
  • Gene Kelly - £10 received in respect of 10 shares

IT WAS RESOLVED that the name of the Subscribers be entered into the Company’s register of members in respect of such shares and that Share Certificates should be signed by one of the Directors and a witness.

10. Trading identity

IT WAS RESOLVED that the Company should trade under the name XYZ Limited.

10. HMRC Registration

IT WAS RESOLVED that the Company should be registered with HMRC for VAT purposes.

14. Next Directors’ Meeting

It was agreed that the next meeting of the Directors shall be held on14 February 2014.

15. End of Meeting

There being no other business the meeting ended at 11am.

Signed ……………………………………………………………………………Fred Astaire, Chairperson

Dated ………………………..

AR MM01 / v1.1 01/14