From 1st October 2009 directors of private limited companies with only one class of share no longer need shareholder authority to allot new shares of that class. This new power is subject to any prohibition in the articles and to any rights of pre-emption.
This relaxation does not automatically apply to private limited companies incorporated before 1st October 2009; shareholders of such companies still need to pass an ordinary resolution to confer this power on their directors.
Also, directors of private limited companies with more than one class of share and directors of public companies are still required authority to allot shares, either by the articles or by ordinary resolution.
The Companies Act 2006 did not introduce significant changes to the provisions on pre-emption rights including how they are disapplied. Therefore private companies incorporated before or after 1st October 2009 in order to disapply the pre-emption rights they must include provisions in their articles to that effect or must pass a special resolution.
The Resolutions - Authority to Allot Shares & Disapplication of Pre-Emption Rights contains an ordinary resolution giving the directors authority to allot new shares, and a special resolution disapplying pre-emption rights.
This Document Template should be used by private limited companies with more than one class of shares and by private companies incorporated before 1st October 2009 that want to give to their directors the authority to issue new shares and at the same time disapply the pre-emption rights.