Memorandum

From: Supervisor

To: Trainee

Date: 22 November 2023

Client: Sean SteamLimited ('SSL')

Matter: New lease and director's service contract

I was contacted yesterday by Andrew Stollery, the chair of SSL. SSL has been a client of the firm since its incorporation in 2014. SSL provides specialist cleaning services services across Essex and Hertfordshire to a range of customers, including local authorities and businesses. Andrew told me about some proposed company developments, details of which are set out below.

I attach the following for your information:

• A company search report for SSL dated 21 November 2023 (Document 2);
• SSL's current articles of association (Document 3); and
• SSL's latest balance sheet (Document 4).

SSL is proposing to diversify by opening an retail unit close to its main office. It will enter into a 12 year lease at a rent of 32,000 per year over the building at 23 Vantorts Lane, Bishop Stortford, Hertfordshire, CM23 2LQ. The owner of the property is Azeem Ali. The proposed date for commencement of the lease is 1 March 2024. On execution of the lease, SSL will pay 64,000, an amount equal to two years' rent. It will fund this payment out of current available profits.

At the same time, SSL will award Helder Cumbana, a recently appointed director, a two-year service contract, terminable on three months' written notice by either party.

I would like you to prepare board minutes to deal appropriately with the lease and the award of the service contract, using the set of draft board minutes set out in the Answer Booklet (d2).

Note that SSL generally deals with any matters requiring shareholder approval by general meeting held on short notice during an adjournment of the relevant board meeting. You do not have to draft any shareholder resolution(s) or any notice of general meeting you identify as necessary. Two directors normally sign SSL's documents.

The necessary board meeting will take place at our offices, which are also SSL's registered office, on 30 November 2023at 2.30pm. All the directors will be present. You and I will be in attendance, as will Sarah Cromwell.

Make the amendments that you think are appropriate to the board minutes in the Answer Booklet to address fully the issues outlined above.

END OF DOCUMENT 1

DOCUMENT 2

Sawbo Company Agents

Company Search Report

Prepared for:	Supervisor
Company Name:	Sean SteamLimited
Company Number:	6158900
Incorporated:	9 January 2014
Issued Share Capital:	120,000 fully paid 1 ordinary shares
Articles:	Model Articles (amended)
Registered Office:	44 High Holborn London WC3D 6TY
Last Accounts:	30 September 2022
Charges:	Fixed and floating charges granted to Nat West plc, 14 November 2016
Liquidators/Receivers/Administrators:	None appointed
Company Secretary:	Sarah Cromwell
Directors:	Andrew Stollery (chair) Azeem Ali Helder Cumbana
Shareholders:	Andrew Stollery 40,000 shares Azeem Ali 30,000 shares Sarah Cromwell 30,000 shares Helder Cumbana 20,000 shares
	21 November 2023

END OF DOCUMENT 2

DOCUMENT 3

Company number: 6158900

COMPANIES ACT 2006

Private company limited by shares

ARTICLES OF ASSOCIATION

of

Sean Steam Limited

1. The name of the company is Sean SteamLimited.
2. The registered office of the company is to be situated in England and Wales.
3. The liability of the members is limited to the amount (if any) unpaid on the shares held by them.
4. The regulations constituting the Model Articles for a Private Company Limited by Shares in The Companies (Model Articles) Regulations 2008 ('Model Articles') shall apply to the company, subject to such exclusions and variations as may be set out below or effected hereafter from time to time in accordance with the provisions of the Companies Act 2006 and such Model Articles.
5. Model Article 14 shall not apply to the company.

Dated: 9 January 2014

END OF DOCUMENT 3

DOCUMENT 4

Sean Steam Limited

Balance Sheet as at 30 September 2023

EMPLOYMENT OF CAPITAL
FIXED ASSETS
Tangible assets	414,000
Investments	190,500
	604,500
CURRENT ASSETS
Stocks	81,250
Debtors	56,250
Cash at bank	55,000
	192,500
CREDITORS DUE WITHIN 1 YEAR
Trade creditors	32,000
Other creditors	12,500
	(44,500)
NET CURRENT ASSETS	148,000
TOTAL ASSETS	752,500
CREDITORS DUE AFTER 1 YEAR	(150,400)
NET ASSETS	602,100
CAPITAL EMPLOYED
CAPITAL & RESERVES
Called up share capital: 120,000 ordinary 1 shares	120,000
Share premium account Profit & loss account	220,000 262,100
	602,100

Sean Steam Limited

Company number: 6158900

Minutes of a Board Meeting

Minutes of a meeting of the board of directors of [ Sean Steam Limited ] (the "Company") held at [ 2:30 ] am/pm at [ 44 High Holborn, London, WC3D 6TY ] on [ 30 November ] 202[ 3 ]

Present:

In attendance:

1. Commencement

The Chair declared that a quorum was present.

2. Business of the Meeting

The Chair outlined the proposals.

The Chair tabled the following documents:

[

].

3. Approval of proposals

3.1 The board considered the proposals and the tabled documents. [It was noted that the approval of the shareholders was required because [ ] and that a general meeting was to be convened for [ ]].

3.2 After discussion, IT WAS RESOLVEDto approve the purchase of the property.

3.4 The secretary was instructed to update the Company minute book.

3.4 The directors declared their compliance with sections 171 to 177 CA 2006.

4. Conclusion

There being no further business, the meeting was closed. ------------------------------

Chair