Board Minutes & Shareholder Resolution to Issue Shares

In order for a company to issue new shares, there are a number of procedural requirements that the company must first comply with. The relevant steps for allotting new shares are set out below. If the company cannot satisfy all of the steps below, it may need to pass shareholder resolutions in order to become compliant.

1. The company must have sufficient authorised share capital (no longer an issued for most companies).

2. The directors must have the authority of the shareholders to issue new shares.

3. The directors must have authority to issue new shares free from statutory pre-emption rights.

4. The directors must have authority to issue new shares free from any additional pre-emption rights that may be in the Articles of Association, a Shareholders’ Agreement or elsewhere.

5. The company must convene a meeting of its board of directors to approve the share issue.

6. Following the issue of shares, the company must make appropriate returns and entries into its books.

7. Finally, the company will need to issue new share certificates to the new shareholders to reflect their new shareholdings.

The attached board minutes represent step 5 of the process. They approve the issue of shares by the Company, the writing up of the register of allotments and applications and register of members, the issue of a share certificate to the subscriber and the making of all appropriate returns to the Companies House.

The notes attaching to these board minutes also clearly explain each of the above 7 steps in detail so that you should be able to easily issue new shares without the assistance of a solicitor or accountant.

This document has been drafted by solicitors and is easy to complete. It comes complete with easy to understand guidance notes and instructions on completing the document.

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