Written Shareholder Resolutions – Allotment and Pre-emption

Private company written resolutions giving directors authority to allot shares (section 551), disapplying pre-emption rights (sections 570/571) and amending or adopting new articles.

Editable Word document
9
10pages
Guidance notes included
aml consultancy solutions

Raising investment

Written Shareholder Resolutions – Allotment and Pre-emption

About this document

What it’s for

A complete set of written resolutions for a private limited company’s shareholders to approve an investment round without holding a general meeting. It includes the section 551 authority to allot, the disapplication of statutory pre-emption rights, options for amending or replacing the articles, the directors’ statement required for a section 571 disapplication, and the notes and agreement slips that must go to shareholders.

When to use it

  • Before allotting a new class of shares, or where the articles require shareholder authority
  • When existing shareholders will not take up their pre-emption entitlement
  • When an investor requires new or amended articles as a condition of investing

What’s inside

The document is laid out in the sections below. Each one comes with a plain-English guidance note explaining what it does and what to change.

  1. Authority to allot shares
  2. Disapplication of pre-emption rights
  3. Articles of association
  4. [Other resolutions – optional]

Also included

  • Ordinary resolution
  • Special resolutions
  • Agreement
  • Notes
  • 1. Reasons for making the recommendation
  • 2. Amount to be paid to the Company
  • 3. Justification of that amount
  • Company record of result (for the company secretary)

How to complete it

  • Pick the resolutions you need and delete the others; renumber
  • Fill in the circulation date – the resolutions lapse after 28 days unless the articles say otherwise
  • Send to every eligible member at the same time, with the notes and agreement slip
  • File the passed resolutions (and any new articles) at Companies House within 15 days

Key points to check

  • Special resolutions need 75% of eligible votes; ordinary need more than 50%
  • A section 571 disapplication needs the directors’ written statement circulated with it
  • Check any shareholders’ agreement for consent or pre-emption rights too

Our templates are professionally structured starting points for UK businesses, not legal advice. For anything complex, unusual or high-value, have your final version checked by a solicitor.

Included in the pack

Raising investment

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Editable Microsoft Word files

Guidance notes in every document

Written for UK businesses

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