Shareholder resolutions: company investment
Written shareholder resolutions of a target company in an investment transaction.
What shareholder resolutions might be required for a company investment?
The closing of an investment transaction in a private limited company will likely require a number of shareholder resolutions of the target company to be passed.
The matters which these resolutions might cover include:
- sub-dividing the existing issued shares into a smaller number of shares, so that the numbers and percentages of shares work in line with the investment round;
- granting the directors authority to allot the new shares to be issued in the investment round;
- disapplying the pre-emption rights applicable under the Companies Act 2006 in relation to the new shares being issued;
- approving the guaranteed term of more than two years in a new director’s service contract which is being entered into in connection with the investment round;
- adopting new Articles of Association in the terms agreed with the investor(s).
About these shareholder resolutions
These shareholder resolutions are in the form of written resolutions of shareholders and contain wording for a number of ordinary and special resolutions of shareholders.
- Shareholder written resolutions – three ordinary resolutions and two special resolutions
- Ordinary resolutions:
- to sub-divide existing issued shares
- to grant directors authority to allot shares
- to approve a guaranteed term of more than two years in a director’s service contract
- Special resolutions:
- to disapply statutory pre-emption rights on the issue of new shares
- to adopt new Articles of Association in their entirety
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