Shareholders’ Ordinary Resolution - Authority To Allot New Shares

PLEASE BE AWARE THAT THE ECONOMIC CRIME & CORPORATE TRANSPARENCY ACT 2023 IS BEING IMPLEMENTED IN PHASES AND MAY CHANGE THIS TEMPLATE. 

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).

When should you use this authority to allot shares?

This template is primarily for companies incorporated prior to 1 October 2009 that want to pass an ordinary resolution giving the directors a general authority to allot shares.

The authority given:

• is limited to a maximum amount of shares that may be allotted; and
• must include 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The old regime whereby a private company could grant the directors indefinite authority to allot has been repealed.

Companies incorporated on or after 1 October 2009

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 1 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.

Passing the resolution

This resolution 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”).

Filing point

A copy of the resolution must be sent to Companies House within 15 days of being passed.

Shareholders’ Ordinary Resolution - Authority To Allot New Shares is part of Corporate. Just £38.50 + VAT provides unlimited downloads from Corporate for 1 year.