Shareholders’ Ordinary Resolution - Authority To Allot New Shares

IN LIGHT OF THE ECONOMIC CRIME & CORPORATE TRANSPARENCY ACT 2023, THIS TEMPLATE IS CURRENTLY UNDER REVIEW. 

This Shareholders’ Ordinary Resolution - Authority to Allot New Shares gives the directors a general authority to allot shares up to a specified maximum and subject to an expiry date limited to a maximum of five years. 

The Companies Act 2006 made some small changes to the existing legislation regarding the allotment of shares whilst restating most of the provisions unchanged. The directors of private companies incorporated on or after 1st October 2009 with only one class of share can allot shares of that class without requiring the authority of the company’s shareholders unless the company’s articles prohibit it.

Companies incorporated prior to 1st October 2009 can pass an ordinary resolution to give the directors a general authority to allot shares. The authority given is limited to a maximum amount of shares that may be allotted and is subject to an expiry date limited to a maximum of five years. The old regime whereby a private company could grant the directors indefinite authority to allot has been repealed. This Shareholders’ Ordinary Resolution - Authority to Allot New Shares contains the required wording of the ordinary resolution. It can be passed either as a written resolution (to be used in conjunction with “Shareholders' Written Ordinary Resolution”) or at a general meeting of the shareholders (to be used in conjunction with “Resolutions – General Meeting Format”).

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 so as to be compatible with one another. Unused options should be removed from the document.

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