Conversion of shares from one currency to another – Board Minutes

Board Minutes to Redenominate Shares (s.622)

CO.RDS.02

These board minutes may be used by a company where it wishes to pass an ordinary resolution to authorise a redenomination of either its entire share capital or a class of its shares from one currency to another in accordance with section 622 of the Companies Act 2006.

In these minutes the board of directors propose the redenomination of share capital, which must be then approved by the shareholders by ordinary resolution. Section 622 requires conversion at a spot rate of exchange determined between two currencies. Note that this template includes a proposed conversion from £ sterling to € (Euros). This is purely for illustrative purposes and should be adjusted accordingly.

These minutes 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 9 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 5, 6, 7 and 8 should be amended depending on whether a written resolution or a general meeting is used for shareholder approval by ordinary resolution; they must be consistent with each other.

These minutes are designed to be used by a private limited company.

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