Board Minutes - Issue of shares Drafting Flashcards
Structure
1) Heading
2) Present
3) Chair
4) Notice and quorum
5) Declaration of interests
6) Business of the meeting
7) Documents produced to the meeting
8) GM or WR
9) Adjournment
10) Allotment and issue of shares
11) Filing
12) Close
What you have to think about with issuing of shares
1) Do the articles allow it?
2) Are there any pre-emption rights?
3) Can the directors allot under S.550 or do we need a shareholder’s resolution under S.551?
4) Do we need an OR to amend low cap on number of shares in articles?
Business of the meeting
The chairperson reported that the business of the meeting was to consider and, if thought fit, approve:
Business of the meeting - Written resolution
- The circulation of a written resolution to obtain certain shareholder approvals in connection with a proposed allotment of shares in the Company, namely to:
a) [authorise the directors to allot shares up to an aggregate nominal amount of £[AMOUNT]]; and
b) disapply the statutory pre-emption right under section 561 of the Companies Act 2006 in relation to the proposed allotment of shares.
Business of the meeting - General meeting
To convene a general meeting of the Company to obtain certain shareholder approvals in connection with a proposed allotment of shares in the Company, namely to:
a) [authorise the directors to allot shares up to an aggregate nominal amount of £[AMOUNT]]; and
b) disapply the statutory pre-emption right under section 561 of the Companies Act 2006 in relation to the proposed allotment of shares.
Business of the meeting - Allotment
- The proposed allotment and issue of shares to the persons referred to in paragraph 5.1(a) (Proposed Allotment)
Documents produced to the meeting - allotment and issue
The following documents were produced to the meeting:
a) applications by the persons listed below for the allotment and issue to them of the number [and class] of shares in the capital of the Company set out against their respective names:
Table with 3 columns entitled 1) Name of applicant, 2) Number of [ordinary] shares of £[AMOUNT] each and 3) Aggregate subscription monies (£)
Documents produced to the meeting - Written resolution
b) a form of written resolution of the members of the Company (Written Resolution) to [grant the directors a general and unconditional authority under section 551 of the Companies Act 2006 to allot shares in the Company [or grant rights to subscribe for or to convert any security into shares in the Company] up to an aggregate nominal amount of £[AMOUNT] [and to empower the directors to allot such shares [or grant such rights] pursuant to that authority as if section 561(1) of the Companies Act 2006 did not apply to relevant allotment [or grant of rights] OR [STATE PURPOSE OF RESOLUTION]].
Documents produced to the meeting - General meeting
c) a notice convening a general meeting of the Company at [TIME] on [DATE] at [PLACE] (General Meeting Notice) proposing to [grant the directors a general and unconditional authority under section 551 of the Companies Act 2006 to allot shares in the Company [or grant rights to subscribe for or to convert any security into shares in the Company] up to an aggregate nominal amount of £[AMOUNT] [and to empower the directors to allot such shares [or grant such rights] pursuant to that authority as if section 561(1) of the Companies Act 2006 did not apply to relevant allotment [or grant of rights] OR [STATE PURPOSE OF RESOLUTION]].
Documents produced to the meeting - Payment
IT WAS REPORTED that the Company had received payment in full of the subscription monies payable by each applicant in respect of the shares set out against their respective names in paragraph [TABLE] above.
Allotment and issue of shares - Directors Power to allot
IT WAS NOTED that the directors were:
a) duly authorised by [section 550 of the Companies Act 2006 OR the Company’s articles of association OR an ordinary resolution passed under section 551 of the Companies Act 2006] to exercise any power of the Company to allot shares in the Company [or grant rights to subscribe for or convert any security into shares in the Company] [up to an aggregate nominal amount of £[NUMBER]];
Allotment and issue of shares - Directors and pre-emption
b) empowered by [the Company’s articles of association OR a special resolution passed under section [569 OR 570] of the Companies Act 2006] to allot equity securities as if the pre-emption rights under section 561 of the Companies Act 2006 did not apply
Allotment and issue of shares - S.172(1) and success of the Company as a whole
After careful consideration, including consideration of the matters referred to in section 172(1) of the Companies Act 2006, IT WAS RESOLVED:
a) that the Proposed Allotment would promote the success of the Company for the benefit of its members as a whole
Allotment and issue of shares - Accept applications for allotment
b) to accept the applications for the allotment of shares referred to in paragraph 5.1(a) and to allot and issue to the applicants, in accordance with the terms of their applications, the shares applied for by each of them respectively, credited as fully paid;
Allotment and issue of shares - Preparing share certificates and register of members
c) to instruct the [Company Secretary OR [NAME]] to:
(i) prepare share certificates in respect of the allotted and issued shares and to arrange for [the common seal of the Company to be affixed to the share certificates OR the share certificates to be executed by the Company in accordance with section 44 of the Companies Act 2006] and delivered to the applicants; and
(ii) enter each applicant’s name on the register of members of the Company as the holder of the shares allotted and issued to that applicant, and make all other necessary and appropriate entries in the books and registers of the Company[; and]
Allotment and issue of shares - Executing documents
[to authorise any [one or more of the] director[s] of the Company to do all such acts and things and agree and execute on behalf of the Company all such documents to which the Company is a party and all other documents as may be required [in connection with the Proposed Allotment] and generally to sign all such certificates, notices and other documents as may be necessary [or desirable] [in connection with the Proposed Allotment], subject in each case to such amendments as those executing the same on behalf of the Company consider fit.]
Filing
The chairperson instructed [the Company Secretary OR [NAME]] to arrange for the following documents to be prepared and filed at Companies House:
8.1 [A print of the Written Resolution.]
8.2 [Form SH01 (return of allotments) in relation to the allotted and issued shares.]
8.3 [Form ([INSERT DESCRIPTION OF FORM]) in relation to the [SPECIFY CHANGE TO PSC REGISTER e.g PSC01].]
