Companies Act 2014 section 69

Allotment of shares

Section 69 sets out the rules governing how a company may allot shares, including the authorisation required, the role of directors, pre-emption rights for existing shareholders, and the circumstances in which those pre-emption rights do not apply.

• A company may only allot shares if authorised by an ordinary resolution or by its constitution, and where an authorised share capital exists, allotments must fall within the unissued portion of that capital.
• Unless the constitution provides otherwise, only the directors may allot shares, and they must act in the best interests of the company and its shareholders.
• Before allotting shares, the company must generally offer them first to existing shareholders in proportion to their current holdings, with a minimum acceptance period of 14 days (pre-emption rights).
• Pre-emption rights do not apply in certain cases, including where shares are paid for other than in cash, shares issued under an employees' share scheme, bonus shares, or where the constitution or a special resolution disapplies them.