The Procedure of Allotment of Shares Flashcards

1
Q

What is share capital?

A

The money raised by the issue of shares

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2
Q

How many stages does a company go through to issue shares?

A

5

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3
Q

What are the 5 steps for issue of shares?

A

1) Any cap on number of shares?
2) Do company’s directors need authority to allot?
3) Must pre-emption rights be disapplied to allot?
4) Must new class rights be created for the shares?
5) Directors must pass a board resolution

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4
Q

Which companies have a cap on the number of shares?

A

Companies incorporated pre 1 October 2009 (under CA 1985)

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5
Q

What is the cap on the number of shares in a CA 1985 Company?

A

The authorised share capital

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6
Q

Do companies after 1 October 2009 have a cap?

A

No, unless specifically stated in Articles

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7
Q

How can authorised share capital cap be removed?

A

For CA 1985 incorporations, will only need an ordinary resolution.

If a CA 2006 with an amended Article, will need a special resolution.

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8
Q

When do company’s directors need authority to allot?

A
  • Private company with more than one share of class
  • For all other companies – will need ordinary resolution
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9
Q

When can directors allot without the need of shareholder approval?

A

CA 2006 - For private companies with only one share of class, can allot new shares in the same class

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10
Q

Can directors allot for private companies with one share of class if CA 1985?

A

Will need an ordinary resolution to authority the directors to rely on CA 2006

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11
Q

What is a pre-emption right?

A

Right of first refusal – existing shareholders should be offered pro rata before any new investor

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12
Q

What must be done if pre-emption rights need to be disapplied?

A

A special resolution

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13
Q

What are equity securities?

A

i) Ordinary shares
ii) Rights to subscribe for, or convert securities into, ordinary shares

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14
Q

What shares do not fall in the definition of ordinary shares for the purposes of equity securities?

A

If dividends AND, on a winding up, capital payments, are both capped

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15
Q

What is the rule on equity securities?

A

Must be offered to existing shareholders in proportion to their existing shareholdings, before they can be offered outside

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16
Q

Can a company disapply pre-emption rights?

17
Q

How does a company generally disapply pre-emption rights?

A

Through special resolution / disapplication of articles

18
Q

How does a company specifically disapply pre-emption rights for one allotment?

A

Again, through a special resolution

19
Q

What must directors provide for specific disapplication of pre-emption rights?

A

i) Reasons for specific disapplication
ii) The amount to be paid to company pursuant to allotment along with justification

20
Q

How is a new class of right created for shares?

A

It is created via special resolution via amendment of its Articles

21
Q

When can Directors finally pass a board resolution to allot shares?

A

1) No limit in number of shares in constitution
2) Does not require director’s authorisation or has been authorised
3) Issuing shares to shareholders in line with pre-emption rights / or has been disapplied
4) Has the relevant class rights in its Articles

22
Q

What are administrative requirements on allotment?

A

1) Copies of resolution sent to Companies House within 15 days
2) Company forms sent to Companies House
3) Updating company registers
4) Issue of share certificates