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ORDINARY RESOLUTION - AUTHORITY TO ALLOT NEW SHARES

The Companies Act 2006 introduced few changes to allotment of shares. From 1st October 2009 directors of private limited companies with only one class of shares incorporated on or after 1st October 2009 no longer need shareholder’s authority to issue new shares of that class. This new power is however subject to any prohibition in the Articles of Association.

 

Thus, if private limited companies with only one class of shares incorporated on or after 1st October 2009 want to place a restriction on the directors’ authority to allot new shares they can do so by placing in the Articles of Association a restriction on the number of shares that can be issued.

 

The relaxation introduced by the Companies Act 2006 does not automatically apply to private limited companies with only one class of shares incorporated before 1st October 2009; shareholders of such companies still need to pass an ordinary resolution to confer this power on their directors.

 

This Ordinary Resolution – Authority to Allot New Shares template should be used by private limited companies with only one class of shares incorporated before 1st October 2009 that want to take advantage of the new provisions introduced by the companies Act 2006 by giving to their directors a general and unconditional authority to allot shares in the company.

 

This Ordinary Resolution – Authority to Allot New Shares is fully compliant with the requirements of the Companies Act 2006.

 

Please note: the position for private limited companies with more than one class of share and public companies is different as the relaxation introduced by the Companies Act 2006 does not apply.

 

Under the Companies Act 2006:

 

  • private limited companies with more than one class of share;
  • private limited companies with one class of shares that want to issue shares of a new class; and
  • public companies

 

still require shareholder’s authority for all allotments. Thus directors of such companies are still required authorisation for allotting shares; the authority can either be set out in the Articles of Association or can be given by an ordinary resolution of the shareholders, please see: Ordinary Resolution - Private Companies with more than one Class of Shares.

 

 

Please note: that a copy of the Ordinary Resolution must be sent to Companies House within 15 days of being passed.

 

 

This Ordinary Resolution is in Microsoft Word format, written in plain English, easy to use and edit.




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