Shareholder resolution: pre-emption disapplication
Shareholder resolution to disapply statutory pre-emption rights for a company with a single class of shares
An allotment of new shares may be subject to pre-emption rights in favour of existing shareholders. Pre-emption rights give existing shareholders first refusal on an issue of new shares – the new shares must be offered to existing shareholders before they can be taken up by new investors or shareholders.
When do pre-emption rights apply?
Under the Companies Act 2006, pre-emption rights will apply on the issue of new shares by a private limited company unless:
- the pre-emption rights have been disapplied either in the company’s Articles of Association or by a special resolution of shareholders, or
- the issue of new shares is under an employee share scheme, wholly or partly for non-cash consideration or a bonus issue
In addition, the company’s Shareholders Agreement may contain its own pre-emptive procedure or shareholder consent requirement applicable to the issue of new shares.
What are the options if there are pre-emption rights?
If there are applicable pre-emption rights, a company wishing to issue new shares has the choice either to follow the pre-emption procedure or to seek shareholder approval to disapply them.
About this shareholder resolution
This resolution provides for the disapplication of the statutory pre-emption rights in the Companies Act 2006 for shares allotted by a company with a single class of share
- Shareholder written resolution – single special resolution
- Special resolution to disapply statutory pre-emption rights generally on the issue of new shares by a company with a single class of share
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