When do pre-emption rights apply on the issue of new shares?

In addition to the authority to allot new shares, an allotment of new shares may also 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. 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

When do I use this bundle? For an investment transaction with a single investor in a private limited company What documents are included? term sheet for an investment for ordinary shares Investment term sheet: ordinary shares investment NDA NDA: investment (short) legal due diligence checklist Due diligence checklist: investment investment and shareholders agreement Investment and Shareholders Agreement: established business single investor Articles of association Articles of Association: established business single investor

Shareholder resolution: pre-emption disapplication

Name: Shareholder resolution - pre-emption disapplication - Paper Rock Docs
SKU: RES003.001
Price: 35.00 GBP
Availability: InStock

Shareholder resolution to disapply statutory pre-emption rights for a company with a single class of shares.

to disapply statutory pre-emption rights under the Companies Act 2006 for shares to be allotted by a company with a single class of share

What are the key features?

shareholder written resolutions – 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

What else do I need to know?

For more information about the directors’ authority to allot shares and shareholder pre-emption rights, see Issue of new shares.

Description

When do I use this bundle?

For an investment transaction with a single investor in a private limited company

What documents are included?

term sheet for an investment for ordinary shares Investment term sheet: ordinary shares
investment NDA NDA: investment (short)
legal due diligence checklist Due diligence checklist: investment
investment and shareholders agreement Investment and Shareholders Agreement: established business single investor
Articles of association Articles of Association: established business single investor

Explanatory Guides

As with all of our document templates, your purchase will include access to clear explanatory guidance on the document and its use.

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Updated by a lawyer on 14/08/2024

Updated By a lawyer on 11/15/2022

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Shareholder resolution: pre-emption disapplication