A and B are equal partners in a firm that owns and operates a chain of coffee shops. The firm trades as Coffee Heaven. In late October a business meeting between A, B and C agrees as follows.

C will join A and B in the coffee shop business.

C is to invest $100,000 as equity, being an amount equal to 50% of the present net value of the business.

The coffee shop business will be owned and conducted utilizing a limited company owned in equal proportions by A, B and C.

The company is to be called Coffee Pte Ltd.

Each of A, B and C are to be directors of the company so long as they remain members.

If any of A, B or C wishes to dispose of his shares in the company the shares are to be first offered to the other two shareholders at fair market value.

Following this meeting A, B and C engage Lawyer to provide legal assistance in implementing their plan. The three attend at Lawyers office where the following events occur.

First, Lawyer has Shelf Co Pte Ltd (Shelfco) transferred to her clients.

Shelfco is a shelf company previously created by Lawyer. The company has issued 2 shares at an issue price of $1.00 per share. The articles of the company are in the form of Table A.

Second, Lawyer prepares a draft of resolutions for consideration at a general meeting.

Third, Lawyer prepares a draft purchase and sale agreement between A and B trading as Coffee Heaven and the company.

Fourth, Lawyer prepares a draft of resolutions concerning the purchase of the coffee business for consideration at a directors meeting.

A, B and C leave Lawyers office as owners of Shelfco.

Thereafter the following events occur in order.

The general meeting is held where the draft resolutions are unanimously passed.

A directors meeting is held where the draft resolutions are unanimously passed.

Coffee Heaven and the company execute the draft purchase and sale agreement.

C subscribes cash to the company.

Various legal documents are executed by A and B transferring the various assets of Coffee Heaven to the company.

The company issues 100,000 ordinary shares to each of A, B and C at an issue price of $1.00 per share.

Answer the following questions concerning events outlined in this story. Explain your answers. Where appropriate refer to any relevant sections, articles or case law.

(i) Who are likely to be the original members and directors of Shelfco?

(ii) How exactly is Shelfco transferred to the clients A, B and C?

(iii) What are the draft resolutions prepared for the shareholders meeting?

Your answer to this question must be specific. (Here is a hint. How well does Shelfco in its present form fit with the business plan of A, B and C?)

(iv) What are the draft resolutions prepared for the directors meeting?

(v) What filings if any must the company make?

(vi) The plan agreed to by A, B and C provides for a right of first refusal.

Should there be provision for this in the companys articles or should there rather be a shareholders agreement or might either alternative be adopted?

Note: your answers to all these questions must be specific, detailed and include reference to any relevant statutory provision.