How is Authorised Share Capital Removed?

IN LIGHT OF THE ECONOMIC CRIME & CORPORATE TRANSPARENCY ACT 2023, THIS TEMPLATE IS CURRENTLY UNDER REVIEW. 

This Guidance Note ‘How to Remove 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.

This Guidance Note (which is part of a series of guidance notes for the Company Secretary) covers the following:

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

The Guidance Note 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. Modified Model Articles (Private Company Limited By Shares) CO.MA.08 
4. Model Articles of Association for Private Company Limited by Shares CO.CF.04 
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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