Redemption Out Of Profits/New Share Issue – Board Resolutions

These Redemption Out of Profits/New Share Issue – Board Resolutions are for a private company wishing to redeem redeemable shares using either distributable profits or the proceeds of a new issue of shares. They should be read in conjunction with “Redemption Out of Profits/New Share Issue – Guidance Notes.”

These Redemption Out of Profits/New Share Issue – Board Resolutions are in open format. The document contains fields which must be completed. It also contains wording options in square brackets which must be adjusted to suit your purposes. If the company has only one director, then paragraphs 1 to 3 and paragraph 10 can be deleted together with references to “the chairman”. Similarly, any references to the “Company Secretary” should be deleted if the company does not have one and the field should be completed with the name of the director responsible for secretarial duties.

Paragraphs 4, 5, and 6 (a) must be altered depending on whether the shares are being redeemed at the option of the company or the holder of the redeemable shares. Paragraph 6 (b) should only be used if the shares are being redeemed at the option of the company.

Paragraphs 4, and 6 (a) should be further amended by choosing whether the share purchase will be out of distributable profits or a new share issue and deleting the inapplicable option.

If the purchase is to be made out of the proceeds of a new issue of shares, then paragraph 8 should be retained and the fields completed.

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