Resolution (member): authority to allot and disapplication of pre-emption rights: private and unlisted public companies

by Practical Law Corporate

These standard clauses provide resolutions to facilitate a proposed allotment of shares for private companies or public companies without publicly traded shares. The clauses address the key statutory requirements under the Companies Act 2006 (CA 2006). The first resolution grants directors a general and unconditional authority to allot shares in accordance with section 551 of the CA 2006. The second resolution is a special resolution under section 570 of the CA 2006 that disapplies the statutory pre-emption right and empowers the directors to allot equity securities as if section 561(1) of the CA 2006 did not apply. These standard clauses are drafted on the assumption that the company's articles of association do not include any special restrictions related to share allotments. They can be adapted for use in a general meeting or, for private companies, as a written resolution, providing a framework for managing share issuances while adhering to legal obligations.