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Allotment authority meaning

What does Allotment authority mean?
The permission that allows directors to issue new shares or to grant rights to subscribe for, or to convert securities into, shares. In the UK this authority is governed by the Companies Act 2006, ss 549–551. Directors of a private company with a single class of shares have automatic authority unless the articles of association restrict it (s 550). In all other cases (including PLCs and private companies with multiple classes), directors require express authority in the articles or by an ordinary resolution under s 551 stating the maximum amount of shares/rights and the duration (not exceeding five years). The authority can be renewed, revoked or varied, and is separate from (but often combined with) any disapplication of statutory pre-emption rights. Usage and effect are consistent across England & Wales, Scotland and Northern Ireland under the CA 2006 regime. In Ireland, broadly similar rules apply under the Companies Act 2014: directors typically need authority in the constitution or by shareholder resolution to allot shares and grant subscription or conversion rights, with details varying by company type. In practice, verify the articles/constitution and any current shareholder authorities before an allotment and arrange timely filings of shareholder resolutions.
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View the related Checklists about Allotment authority

CHECKLISTS
UK bond issuance: timeline, key documents, parties, ratings, clearing and admission to trading, with update on POATRs 2024 and FCA admission rules effective 19 January 2026

STOP PRESS: The UK’s prospectus framework presently derives from the EU Prospectus Regulation, preserved in domestic law following Brexit as the UK Prospectus Regulation. The government has been reassessing this regime within a broader programme to modernise UK capital markets and make the UK a more appealing place to list. In this context, the UK Prospectus Regulation will give way to the Public Offers and Admission to Trading Regulations 2024 (the POATRs), and all detailed requirements connected to admission to trading will sit within Financial Conduct Authority (FCA) admission rules. The FCA issued its final rules (PS25/9) on 15 July 2025, with implementation expected on 19 January 2026. These changes form part of efforts to reform the capital markets in the UK and enhance the attractiveness of the UK as a listing venue. For more detail on the principal features of the POATRs framework pertinent to the debt capital markets, see Practice Note: The UK Prospectus Regulation—essentials [Archived] — Reform of the UK prospectus regime. Note that numerous steps...

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NEWS
Greencoat launches €25m share buyback to reduce capital; Euronext Dublin repurchases cancelled; financed from operating cash flow; programme to 8 November 2024 under 15% shareholder authority

Greencoat stated that the aim of the programme, due to conclude by 8 November 2024, is to lower its share capital. All such shares repurchased on the Euronext Dublin exchange will then be cancelled. Counsel details for the European owner and operator of renewable energy infrastructure assets were not available straightaway publicly. The infrastructure firm noted that J&E Davy, among Ireland’s largest asset managers and financial advisers, together with RBC Europe Ltd, are acting as principals for the process. Greencoat intends to fund the programme via operating cash flow...

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View the related Practice Notes about Allotment authority

PRACTICE NOTES
Share-based remuneration for UK non-executive directors: independence, employees’ share scheme status, Listing/AIM, UK MAR, pre-emption, financial assistance, FSMA, disclosure and practical structuring options

Meaning of ‘non-executive director’ The broad definition of ‘director’ is not closed. Under the Companies Act 2006 (CA 2006), a director is any person who occupies the office of director, whatever title they hold. Accordingly, this covers both executive and non-executive directors (NEDs). Executive directors are typically authorised, either by the company’s constitution or by authority delegated from the board, to manage the company’s day-to-day affairs, and they usually have a full-time service contract. NEDs generally: have no executive powers play a pivotal role in the company’s corporate governance are not employees of the company There are a number of challenges around granting shares to NEDs. This Practice Note considers the issues to assess when offering shares or share-based remuneration to NEDs, including: the potential impact on the NED’s independence the share dealing provisions of Assimilated Regulation (EU) 596/2014 for the UK, and the Market Abuse Regulation (Regulation (EU) 596/2014) previously and for the EU ...

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PRACTICE NOTES
Allotment of subscriber shares on incorporation under the Companies Act 2006: requirements, process, payment and post-allotment steps; directors’ authority and statutory pre-emption disapplied

Under the Companies Act 2006 (CA 2006), a company is brought into existence when one or more persons: enter their names in a memorandum of association; and meet the registration requirements laid down by CA 2006. Anyone who signs a company’s memorandum is commonly referred to as a subscriber for these purposes. Need for subscriber shares A company that will have share capital must issue at least one share to each subscriber (subscriber shares), ensuring the company has share capital and at least one shareholder at the point of incorporation. The prescribed memorandum format reflects this through a straightforward declaration by the subscribers that they: wish to form a company under CA 2006; and agree to become members of the company and, where the company is to have share capital, to take at least one share each. Subscriber shares cannot be allotted on a joint holding basis, because Companies House interprets CA 2006,...

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PRACTICE NOTES
Compulsory purchase of protected land under the Acquisition of Land Act 1981: statutory undertakers, commons and open space, National Trust, Crown land and listed buildings (England and Wales)

Context When an acquiring authority intends, as part of a compulsory purchase order (CPO) to which the Acquisition of Land Act 1981 (ALA 1981) applies, to obtain any land or interests, or to create new rights over land that benefits from special protection, additional procedures and/or safeguards come into play. The protected land categories, and the processes that must be observed for each, are prescribed in ALA 1981, Pt III (for the acquisition of land or interests) and ALA 1981, Sch 3, Pt I (for securing rights by creating new rights) and are discussed below. In England, the Compulsory purchase process: guidance, and in Wales, the Compulsory Purchase in Wales and ‘The Crichel Down Rules (Wales Version 2020)’ (Circular 003/2019) (together, the CPO Guidance), provide advice on how those provisions should be applied in practice. It is crucial that land with special protection is identified early in the CPO process, and that negotiations with owners of such land begin promptly and in earnest, to secure the land/interests/rights by agreement....

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PRECEDENTS
Precedent special resolutions: disapply pre-emption rights and authorise allotment (including follow-on offers) for UK listed or AIM companies (Companies Act 2006; Pre-Emption Group Statement of Principles)

SPECIAL RESOLUTION[S] 1 THAT, if [ insert reference to the resolution granting authority to allot ] is approved, the Board shall be empowered to issue equity securities (as defined in the Companies Act 2006) for cash under the authority conferred by that resolution and/or to dispose of ordinary shares held by the Company in treasury for cash, as though section 561 of the Companies Act 2006 did not apply to any such issue or sale, such power to be restricted as follows: [ insert wording to limit the authority to disapply pre-emption rights to allotments for rights issues and other pre-emptive issues ]; to the issue of equity securities or the disposal of treasury shares (other than pursuant to paragraph (A) above) up to an aggregate nominal amount of £[ insert amount, to be not more than 10 per cent of the issued ordinary share capital (excluding treasury shares) of the Company as at the latest practicable date prior to publication of the notice of...

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PRECEDENTS
Precedent board minutes—share allotment for private and non-listed, non-AIM public companies under the Companies Act 2006: authority, pre-emption and filings

Company number : [ insert company number ] [ insert company name ] [ LIMITED OR LTD ] Minutes of the board meeting (the Meeting ) for [ insert company name ] [ Limited OR Ltd ] (the Company ) At [ insert place of meeting ] On [ insert day, month and year of meeting ] at [ insert time of meeting ] [ am OR pm ] Present: [ Insert names of any directors in attendance, whether in person or by any remote method (unless such methods are expressly barred by the company’s articles of association) ] [ by [ insert method of attendance for each director participating remotely ] ] [ In attendance: ] [ [ Insert name of any attendee, present physically or by any remote means, who does not form part of the quorum for the meeting (eg the company secretary, any legal advisers) ] ] [ Apologies: ] [ [ Insert the names of any directors who are unable...

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PRECEDENTS
Application for Allotment of Shares—Letter with Payment Undertaking and Register of Members Authority (Template)

The Directors [ Enter company name ] [ Enter company address ] [ enter date ] Dear [ Company name or Directors ] [ Enter company name ] [ Limited or PLC ] (the Company) [ I, or We, ] [ enter name and address of individual applicant(s) ], [ writing on behalf of [ enter name and address of corporate applicant(s)...

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