Companies Act 2014 section 1021

Allotment of shares and other securities

Section 1021 sets out the rules governing how a public limited company (PLC) may allot shares and other securities, including the authorisation requirements, time limits, and reporting obligations.

  • A PLC may only allot relevant securities if authorised by ordinary resolution or by its constitution, and the shares must form part of its authorised but unissued share capital.
  • Any authority to allot must specify the maximum amount of securities that may be allotted and an expiry date, which cannot be more than five years from the date of incorporation or the date the resolution was passed, though it may be renewed for further five-year periods.
  • Once shares are allotted, the PLC must deliver particulars of the allotment to the Registrar within 30 days; directors who knowingly breach these rules commit a category 3 offence, and failure to file with the Registrar is a category 4 offence.
  • Non-compliance with the section does not invalidate the allotment itself, and the rules do not apply to companies subject to bank recovery and resolution measures.

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