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Board Minutes - Bonus or Capitalisation Issue

CO.CA.MM.15

A bonus or capitalisation issue is also known as a scrip issue.

With a scrip or bonus issue, a company transfers profits to a fund called its capital redemption reserve and uses the funds to issue bonus shares to the members in proportion to their existing holdings.

Background on bonus shares and the issue process

Further details about what a bonus issue is, why bonus shares are issued and the procedure to issue bonus shares is available in our Guidance Note on Bonus Shares.

Use these board minutes where no shareholder resolution is required

These Board Minutes – Bonus and Capitalisation Issue resolve to declare a bonus issue without a subsequent shareholder resolution.

  • These board minutes should only be used by companies with one class of share who do not require specific authority from the shareholders to issue shares.
  • A company must review its articles to check they permit such an issue and the terms on which bonus shares can be issued.

Alternative minutes where shareholder approval is required

Many companies will require shareholder approval to issue bonus shares.

In those cases, our Board Minutes – Bonus or Capitalisation Issue requiring shareholder approval may be more appropriate.

Companies House filing for the allotment (Form SH01)

The company must notify the allotment of bonus shares to Companies House on Form SH01.

Board Minutes - Bonus or Capitalisation Issue is part of Corporate. Just £38.50 + VAT provides unlimited downloads from Corporate for 1 year.

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