Removing the Authorised Share Capital Factsheet

This Factsheet ‘Removing the Authorised Share Capital’, and the related documents listed below deal with the situation where a company wishes to issue new shares, but is hampered by the existence of an authorised share capital. Usually this will apply to companies with memorandum and articles which pre-date the implementation of the Companies Act 2006.

The Factsheet (which is part of a series of documents called Company Secretary Factsheets) cover the following:

• How to remove the authorised share capital
• Deletion of the articles making reference to authorised share capital
• Adoption of new Articles.

The Factsheet refers the user to other documents, including board minutes, shareholders’ resolutions and Companies House letters. These documents can be accessed by clicking on the links below:

1. Shareholders’ Ordinary Resolution – Deletion of Authorised Share Capital and Objects Clauses CO.MA.07
2. Shareholders’ Special Resolution – Adoption of New Articles of Association CO.CA.MR.09
3. Model Articles of Association for Private Company Limited by Shares CO.CF.04
4. Modified Model Articles (Private Company Limited By Shares) CO.MA.08
5. Letter to Companies House – File New Articles of Association and Resolution CO.FR.02
6. Board Minutes – Call a General Meeting to Remove Authorised Share Capital CO.RAS.01
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