S.569 Special Resolution – Disapplication of Pre-emption rights (Private Company with one class of shares)
IN LIGHT OF THE ECONOMIC CRIME & CORPORATE TRANSPARENCY ACT 2023, THIS TEMPLATE IS CURRENTLY UNDER REVIEW.
A private company with only one class of shares may put in place a general disapplication of pre-emption rights under section 569 of the Companies Act 2006.
Section 561 of the Companies Act 2006 states that existing shareholders have the right to be offered shares pro rata to their existing shareholdings before any new shares are allotted. Ordinarily most companies will disapply these pre-emption rights at the same time as they allot new shares in accordance with section 570 of the Companies Act 2006. However, if a company has only one class of shares, it can take advantage of the general right to allot shares without complying with statutory pre-emption rights in accordance with section 569. This authorisation can be given by special resolution or by a power in the company’s articles of association.
This template resolution is for use by a company that wishes to disapply pre-emption rights by way of a resolution rather than by an amendment to its articles of association.
Unlike section 570, this disapplication is not time limited in relation to the expiry of an authorisation to allot shares and is valid for so long as it is not revoked, the company remains a private limited company and it continues to only have one class of share.
The resolution may be passed as a written resolution or at a general meeting of shareholders. Most private companies will opt to use the written resolution procedure.
A copy of the resolution must be sent to Companies House within 15 days of being passed.
Optional phrases / clauses are enclosed in square brackets. These should be read carefully and selected to be compatible with one another. Unused options should be removed from the document. This resolution is in open format. Either enter the requisite details in the highlighted fields or adjust the wording to suit your purposes.
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