Shareholders’ Ordinary Resolution - Authority To Allot New Shares

This Shareholders’ Ordinary Resolution - Authority to Allot New Shares gives the directors a general authority to allot shares up to a specified maximum and subject to an expiry date limited to a maximum of five years.

When directors can allot shares without shareholder authority (post-1 October 2009 companies)

The Companies Act 2006 made some small changes to the existing legislation regarding the allotment of shares whilst restating most of the provisions unchanged.

The directors of private companies incorporated on or after 1st October 2009 with only one class of share can allot shares of that class without requiring the authority of the company’s shareholders unless the company’s articles prohibit it.

Using this ordinary resolution for companies incorporated prior to 1 October 2009

Companies incorporated prior to 1st October 2009 can pass an ordinary resolution to give the directors a general authority to allot shares.

The authority given is limited to a maximum amount of shares that may be allotted and is subject to an expiry date limited to a maximum of five years.

The old regime whereby a private company could grant the directors indefinite authority to allot has been repealed.

Passing the resolution and related shareholder resolution formats

This document contains the required wording of the ordinary resolution.

It can be passed either as a written resolution (to be used in conjunction with “Shareholders' Written Ordinary Resolution”) or at a general meeting of the shareholders (to be used in conjunction with “Resolutions – General Meeting Format”).

Filing at Companies House

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

This document can also be found in Company Secretary and Administration, Special and Ordinary Resolutions subfolder, entitled Shareholders’ Ordinary Resolution - Authority To Allot New Shares.

Shareholders’ Ordinary Resolution - Authority To Allot New Shares is part of Corporate. Just £38.50 + VAT provides unlimited downloads from Corporate for 1 year.