Constitution, share capital, registers, beneficial ownership and Companies House compliance. The structural baseline; failure here unwinds the SPA.

• I.1

  Obtain certificate of incorporation and any change-of-name certificates from Companies House.[Companies House]

  Severity B
• I.2

  Review current articles of association and prior versions adopted within the last six years.[CA 2006 s.18]

  Severity A
• I.3

  Confirm registered office, registered email and any change history.[CA 2006 s.86]

  Severity C
• I.4

  Review statutory registers (members, PSC, directors, secretaries, charges).[CA 2006 s.113]

  Severity A
• I.5

  Verify PSC register against the Companies House public record and identify any discrepancies.[ECCTA 2023 Part 1]

  Severity A
• I.6

  Reconcile issued share capital against share-certificate counterfoils and Companies House SH01 filings.[CA 2006 s.554]

  Severity A
• I.7

  Trace each historic share allotment, transfer and buyback for the last six years.[CA 2006 s.770]

  Severity B
• I.8

  Confirm pre-emption rights were disapplied or complied with on each allotment.[CA 2006 s.561]

  Severity B
• I.9

  Obtain shareholder agreements, drag/tag arrangements and any side letters.

  Severity A
• I.10

  List all subsidiaries, JVs and dormant entities; confirm filing status of each.

  Severity B
• I.11

  Obtain board and shareholder minutes for the last three years.

  Severity C
• I.12

  Verify directors' service contracts and identify rolling notice periods > 12 months.[CA 2006 s.188]

  Severity B
• I.13

  Confirm directors' loans, related-party balances and s.413 disclosure entries.[CA 2006 s.413]

  Severity B
• I.14

  Identify any unfiled or overdue Companies House filings; check for proposed strike-off.[Companies House]

  Severity A
• I.15

  Confirm identity-verification status of directors and PSCs under ECCTA 2023 reform.[ECCTA 2023 Part 1]

  Severity B
• I.16

  Obtain copies of all charges on the Companies House register and confirm satisfaction status.[CA 2006 Part 25]

  Severity B
• I.17

  Review any deeds of variation, EMI shareholder agreements and growth-share documentation.

  Severity C
• I.18

  Confirm group-structure chart matches statutory filings and reflects any recent reorganisations.

  Severity B
• I.19

  Review prior corporate transactions (acquisitions, disposals, demergers) within the last six years.

  Severity B
• I.20

  Confirm dividend history was lawful (sufficient distributable reserves at each date).[CA 2006 Part 23]

  Severity A
• I.21

  Identify any historic financial assistance issues (whitewash procedures pre-2008 reform).

  Severity B
• I.22

  Confirm bank mandates, signatories and any planned changes at completion.

  Severity CBuy-side
• I.23

  Review group VAT registration and group-relief elections.

  Severity B
• I.24

  Verify trade-mark, domain and IP holding-entity alignment with the group chart.

  Severity B