The Allotment Of Shares Board Resolution is a crucial corporate document required under UAE law when a company issues new shares to subscribers. It is typically used during capital raising activities, employee stock options implementation, or when converting debt to equity. The resolution must comply with UAE Federal Law No. 32 of 2021 and, where applicable, free zone regulations or Securities and Commodities Authority requirements for public companies. The document records the board's formal approval of the share issuance, specifying details such as the number of shares, price per share, identity of subscribers, and confirmation of received consideration. It forms an essential part of the company's statutory records and may be required by various authorities, banks, or auditors as evidence of proper corporate governance.
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1. Title and Date: Specifies the company name, type of resolution, and date of the board meeting
2. Present Directors: Lists all directors present at the meeting, confirming the required quorum
3. Chairperson: Identifies the chairperson of the meeting
4. Notice and Quorum: Confirms proper notice was given and quorum requirements were met
5. Share Allotment Details: Specifies the number, class, and price of shares to be allotted
6. Subscriber Information: Details of the person(s) or entities to whom shares are being allotted
7. Consideration: Details of the payment or consideration received for the shares
8. Board's Authority: Confirmation of the board's authority to allot shares under the Articles of Association
9. Resolution: The formal resolution text for the share allotment
10. Compliance Statement: Confirmation of compliance with relevant laws and regulations
11. Closing: Signatures of chairman and company secretary
1. Preemptive Rights Waiver: Required when existing shareholders have waived their preemptive rights
2. Share Premium: Included when shares are being issued at a premium
3. Foreign Ownership Compliance: Required when shares are being allotted to foreign investors
4. SCA Approval: Required for public joint stock companies
5. Free Zone Authority Approval: Required for companies registered in UAE free zones
1. Schedule 1 - Share Subscription Details: Detailed breakdown of share allocation, including subscriber names, share numbers, and consideration
2. Schedule 2 - Form of Share Certificate: Template of the share certificate to be issued
3. Appendix A - Shareholders' Waiver Letters: Copies of existing shareholders' waiver of pre-emptive rights (if applicable)
4. Appendix B - Regulatory Approvals: Copies of any required regulatory approvals
5. Appendix C - Updated Shareholding Structure: Pre and post-allotment shareholding structure of the company
Relevant legal definitions
Clauses
Relevant Industries
Financial Services
Technology
Real Estate
Manufacturing
Healthcare
Retail
Professional Services
Energy
Construction
Transportation
Hospitality
Education
Trading
Media and Communications
Relevant Teams
Legal
Corporate Secretarial
Finance
Compliance
Corporate Governance
Investment
Board Office
Corporate Affairs
Shareholder Relations
Relevant Roles
Chief Executive Officer
Managing Director
Board Director
Company Secretary
Chief Financial Officer
Legal Counsel
Corporate Governance Officer
Compliance Manager
Board Chairman
Investment Manager
Corporate Services Manager
Finance Director
Company Registrar
Shareholder Relations Manager
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