Board Resolution For Issue Of Shares for the United Kingdom

Board Resolution For Issue Of Shares Template for England and Wales

A Board Resolution for Issue of Shares is a formal document under English and Welsh law that records the board of directors' decision to issue new shares in the company. It must comply with the Companies Act 2006 and includes details such as the number and class of shares to be issued, the price per share, and any conditions attached to the issue. The resolution serves as official documentation of the board's approval and helps ensure compliance with statutory requirements and the company's articles of association.

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What is a Board Resolution For Issue Of Shares?

A Board Resolution For Issue of Shares is a crucial corporate document required when a company wishes to increase its share capital by issuing new shares. Under English and Welsh law, this resolution demonstrates compliance with the Companies Act 2006 and the company's articles of association. It typically follows a board meeting where the directors have agreed to issue new shares, whether for raising capital, employee share schemes, or other corporate purposes. The resolution must detail the specific terms of the share issue, including share class, quantity, price, and any conditions, while ensuring all statutory requirements and shareholder rights are respected.

What sections should be included in a Board Resolution For Issue Of Shares?

1. Title and Date: Company name, registration number, and date of resolution

2. Attendance Record: List of directors present and confirmation of quorum

3. Declaration of Interests: Directors' declarations of any interests in the proposed share issue

4. Background: Context and reasons for the share issue

5. Resolutions: Specific details of shares to be issued, including class, number, and price

6. Authority Statement: Confirmation of board's authority to issue shares

7. Closing: Signatures and date of execution

What sections are optional to include in a Board Resolution For Issue Of Shares?

1. Pre-emption Rights Waiver: Required when existing shareholders' pre-emption rights are being waived

2. Conditions Precedent: Required when the share issue is subject to specific conditions that must be met before proceeding

3. Share Premium Account: Required when shares are being issued at a premium above nominal value

What schedules should be included in a Board Resolution For Issue Of Shares?

1. Share Certificate Template: Form of share certificate to be issued to new shareholders

2. Shareholder Details: Complete list of new shareholders and their respective share allocations

3. Companies House Forms: Required statutory forms for filing with Companies House (including Form SH01)

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

England and Wales

Publisher

Genie AI

Document Type

Board Resolution

Cost

Free to use
Industries

Companies Act 2006 - Share Capital: Sections 540-628 governing the fundamental rules and regulations regarding share capital, including types of shares, nominal value, and share capital structure

Companies Act 2006 - Authority to Allot: Sections 549-551 specifying the requirements for directors' authority to allot shares and the procedures involved

Companies Act 2006 - Registration of Allotment: Section 554 detailing the requirements for registering the allotment of shares

Companies Act 2006 - Return of Allotment: Section 555 outlining the obligation to file returns of allotment with Companies House

Companies Act 2006 - Pre-emption Rights: Sections 561-577 covering statutory pre-emption rights and procedures for their application or disapplication

Articles of Association: Company's constitutional document containing rules about share issuance, transfer restrictions, and other share-related matters

Shareholders' Agreement: Any existing agreement between shareholders that may contain provisions affecting share issuance

Financial Services and Markets Act 2000: Regulatory framework for financial services and markets, relevant if the share issue involves public offering

UK Listing Rules: Rules applicable to companies listed on UK stock exchanges, containing requirements for share issuance

Companies House Requirements: Filing requirements and forms needed for registering new share issues with the UK company registry

Stock Exchange Regulations: Additional requirements if the company is listed on a stock exchange

FCA Regulations: Financial Conduct Authority regulations regarding share issuance, particularly relevant for public companies

Stamp Duty Requirements: Tax considerations and stamp duty obligations related to share issuance

EU Retained Law: Relevant European Union laws that have been retained in UK law post-Brexit affecting share issuance

Teams

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