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Issue and Transfer of Shares

June 2021

The management of a company’s share capital is an essential task for any company secretary or company administrator. This month the guidance notes in relation to share capital and certain other templates have been updated and refreshed.

The Companies Act 2006 is prescriptive as to the process a company must follow to issue and allot new shares. The guidance notes in relation to both share capital and issuing and transferring shares have been updated to include more detail, particularly in relation to the allotment of shares and statutory pre-emption rights.

To complement this, there have been updates and additions to other templates, including:

· Updated board minutes to remove authorised share capital;

· Updated ordinary resolution to allot shares in accordance with section 551 of the Companies Act 2006; and

· New special resolution to disapply statutory pre-emption rights where a private company has only one class of share in accordance with section 569 of the Companies Act 2006.

These templates only relate to private limited companies.

The contents of this Newsletter are for reference purposes only and do not constitute legal advice. Independent legal advice should be sought in relation to any specific legal matter.

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