S.570 Shareholders’ Special Resolution - Disapplication Of Pre-Emption Rights

Under the Companies Act 2006, existing shareholders have the right to be offered shares pro rata to their existing shareholdings before any new shares are allotted (s.561 Companies Act 2006).

This is called a pre-emption right.

Use this special resolution to disapply statutory pre-emption rights (s.570)

The directors of a company may be given the power to allot shares as if the pre-emption rights did not apply by the shareholders passing a special resolution in accordance with s.570 of the Companies Act 2006 in a general meeting or by written resolution.

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

Link to the authority to allot and expiry of the disapplication

This Shareholders’ Special Resolution contains the wording required to give directors a general power to allot shares as if the pre-emption rights did not apply.

It is to be used in conjunction with “ Shareholders’ Ordinary Resolution - Authority to Allot New Shares” and it will expire when that general authority to allot expires.

However, the power to disapply pre-emption rights can be renewed at the same time the authority to allot shares is renewed.

If you need any further advice on the disapplication of pre-emption rights, you should contact a solicitor.

Passing the special resolution at a general meeting

Shareholders’ Special Resolutions require the votes of 75% of members present in person or by proxy, who are entitled to vote and do vote at the meeting.

The meeting at which the resolution is proposed must have had at least 14 days notice, unless a shorter period was agreed by a majority in number of members holding at least 90% of the shares (95% in the case of public companies).

Passing the special resolution as a written resolution

Alternatively, the written resolution procedure can be used, and the resolution will be passed if approved by shareholders representing 75% of the total voting rights of the shareholders entitled to vote on the written resolution on the day it is circulated.

Related shareholder resolution formats to use alongside this document

This document sets out the required wording of the special resolution.

• If it is to be passed at a general meeting, it should be used in conjunction with “ Shareholders’ resolutions – General Meeting Format”.
• If it is to be passed as a written resolution, it should be used in conjunction with “ Shareholders’ Written Special Resolution”.

S.570 Shareholders’ Special Resolution - Disapplication Of Pre-Emption Rights is part of Corporate. Just £38.50 + VAT provides unlimited downloads from Corporate for 1 year.