S.569 Disapplication of Pre-emption rights - Special Resolution (private company with one class of shares only)

A private company with only one class of shares may put in place a general disapplication of pre-emption rights under section 569 of the Companies Act 2006.

Statutory pre-emption rights on new share issues (s.561)

Section 561 of the Companies Act 2006 states that existing shareholders have the right to be offered shares pro rata to their existing shareholdings before any new shares are allotted.

General disapplication for single-class private companies (s.569)

Ordinarily most companies will disapply these pre-emption rights at the same time as they allot new shares in accordance with section 570 of the Companies Act 2006.

However, if a company has only one class of shares, it can take advantage of the general right to allot shares without complying with statutory pre-emption rights in accordance with section 569.

This authorisation can be given by special resolution or by a power in the company’s articles of association.

Using this template resolution

This template resolution is for use by a company that wishes to disapply pre-emption rights by way of a resolution rather than by an amendment to its articles of association.

This disapplication is not time limited and is valid for so long as it is not revoked, the company remains a private limited company and it continues to only have one class of share.

Passing and filing the resolution

The resolution may be passed as a written resolution or at a general meeting of shareholders.

A copy of the resolution must be sent to Companies House within 15 days of being passed.

S.569 Disapplication of Pre-emption rights - Special Resolution (private company with one class of shares only) is part of Corporate. Just £38.50 + VAT provides unlimited downloads from Corporate for 1 year.