How do I pass a resolution to issue more share capital?


Our limited company needs to issue more share capital, but I’ve been advised that in order to do so I must first pass a resolution amongst our shareholders. I’ve never actually passed a resolution before, though. How do I go about doing this?



A resolution to create more shares can be passed by shareholders at a general meeting or in writing, unless the directors have the power to authorise the issue of more shares without shareholder approval. Minutes of the meeting and a copy of the resolution must be kept by the company.

In order to approve a change in share capital, the shareholders will have to pass an ordinary resolution. This requires a simple majority vote of the shareholders - i.e. above 50% of the votes. However, you should first refer to the articles for any provision that states the need for a special resolution in such instances - a special resolution requires a majority vote above 75%.

Once the share issue has been approved, the director must complete form SH01 (Return of allotment of shares) and file it with Companies House within one month of the new shares being issued.

2 years ago

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