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GLOSSARY

Allotment definition

Published by a LexisNexis Corporate expert

What does Allotment mean?

shares in a company are taken to be allotted when a person acquires the unconditional right to be included in the company’s register of members in respect of the shares (Companies Act 2006, s 558). Allotment is followed by the issue of the shares.

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Limited liability partnerships—application of Companies Act 2006 to LLPs—checklist

Limited liability partnerships—application of Companies Act 2006 to LLPs—checklist The majority of law applicable to limited liability partnerships (LLPs) is actually modified company law rather than partnership law. The Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009, SI 2009/1804 (2009 Regulations) apply many parts of the Companies Act 2006 (CA 2006), with appropriate modifications, to LLPs. The 2009 Regulations also apply Parts 1, 2, 3 and 5 of the Companies (Cross-Border Mergers) Regulations 2007, SI 2007/2974 to LLPs. The Limited Liability Partnerships (Accounts and Audit) (Application of Companies Act 2006) Regulations 2008, SI 2008/1911 (2008 Regulations) apply parts of CA 2006 in relation to accounts and audit to LLPs with appropriate modifications. This Checklist sets out those provisions of CA 2006 that are applied to LLPs pursuant to these regulations. Companies Act 2006 (CA 2006), section Statutory instrument applying CA 2006 provision Subject Part 2—Company formation CA 2006, s 12A 2009 Regulations, SI 2009/1804, reg 3A (link accessible within SI 2009/1804, reg 4) (inserted by SI 2016/340, reg 5 and SI...

Articles (non-leveraged investment)—checklist

Articles (non-leveraged investment)—checklist Objects Is it necessary or appropriate for the company to restrict its objects? If the company was incorporated before 1 October 2009, check if any of the objects stated in its memorandum of association need deleting (by way of a members’ special resolution). Application of model articles Determine if the model articles are to apply to the company. If the company was incorporated before 1 October 2009, consider whether Table A should still apply (if not previously amended). Determine what, if any, of the model articles should not apply to the company. Board of directors How many directors will be on the board? Which of the founders will be directors? How many directors will the investor have the right to appoint to the board? What is the quorum for board meetings? Does the chair (or another director) have a second or casting vote? Are fees payable to the investor directors and/or chair? If so, what are they? Set out administrative matters relating to the board (eg frequency...

Discover our 16 Checklists on Allotment

Issue of redeemable shares

Issue of redeemable shares A limited company having a share capital may issue redeemable shares. Redeemable shares are a statutory concept contained in the Companies Act 2006 (CA 2006), which includes detailed provisions relating to the terms, manner, financing and timing of their redemption. A redemption of shares by a limited company having a share capital will be void unless it is carried out in accordance with CA 2006, Pt 18 (CA 2006, ss 658–737), which sets out the statutory framework within which a limited company is permitted to acquire its own shares. In addition, if such a company purports to redeem shares without complying with CA 2006, Pt 18, an offence is committed by the company and every one of its officers in default. A person guilty of such an offence is liable: • on conviction on indictment, to imprisonment for a term not exceeding two years or a fine (or both), or • on summary conviction in England and Wales, to imprisonment for a term not...

Allotment and issue of shares—private companies with one class of shares

Allotment and issue of shares—private companies with one class of shares The allotment and issue of shares is governed by statutory rules, which differ according to the type of company which is proposing the allotment (private or public, listed or unlisted) and whether that company has a single or multiple classes of shares. This Practice Note considers the allotment and issue of shares by a private company with a single class of shares that proposes to allot shares of the same class. For general information on allotments by all companies, see Practice Note: Allotment and issue of shares—introductory points. For information on the allotment and issue of shares for other types of companies, see Practice Notes: Allotment and issue of shares—private companies with more than one class of share and public unlisted companies and Allotment and issue of shares—listed companies. Subject to certain exceptions, a director of a private company with only one class of shares in issue that proposes to allot shares of the ...

Discover our 144 Practice Notes on Allotment

Precedent agreement for employee shareholder shares [Archived]

Precedent agreement for employee shareholder shares [Archived] Archived: The ability to offer tax-favoured employee shareholder shares or ESS (commonly used in private equity company arrangements) has now been removed. The government announced in the Autumn Statement 2016, the removal of the following reliefs in relation to ESS shares: • the income tax and NICs relief which applies to the first £2,000 worth of employee shareholder shares received by an individual • the capital gains tax exemption in respect of all or a portion of the ESS shares, and • the provision which ensures that, when a company buys employee shareholder shares back from an employee shareholder, the consideration is not a distribution in the shareholder’s hands The removal of the reliefs applies to any employer shareholder agreements made on or after 1 December 2016. However, any individual who received independent advice regarding entering into an employer shareholder agreement before 23 November 2016 still had the opportunity to enter into the agreement before 1 December 2016 and still...

Notice to Companies House of resolutions passed at a general meeting—open offer

Notice to Companies House of resolutions passed at a general meeting—open offer Company number: [insert number] The companies act 2006 Public company limited by shares ResolutionS of [Insert company name] PLC (the Company) At a general meeting of the Company duly convened and held on [insert date] the following resolutions were duly passed resolution[s] [numbered [insert numbers]] as [an] ordinary resolution [s] and resolution numbered [insert number] as a special resolution of the Company: ORDINARY RESOLUTION[S] 1 That the directors be generally and unconditionally authorised to exercise all the powers of the Company pursuant to and in accordance with section 551 of the Companies Act 2006 to allot shares in the Company and to grant rights to subscribe for or to convert any security into shares in the Company up to an aggregate nominal amount of £[insert aggregate nominal amount] pursuant to the [Placing and] Open Offer. This authority shall expire (unless previously varied as to duration, revoked or renewed by the Company...

Dive into our 88 Precedents related to Allotment

Does a bonus issue have to be carried out so that the shares are offered to all existing shareholders in a company or can a company choose which shareholders to allot bonus shares to?

Does a bonus issue have to be carried out so that the shares are offered to all existing shareholders in a company or can a company choose which shareholders to allot bonus shares to? In this Q&A, we have assumed that the company proposing to carry out a bonus issue is a private company limited by shares. A bonus issue is the allotment of shares by a company to its existing shareholders, usually on the basis that they are fully-paid (as that is often a requirement of its articles of association), and without any payment being required by shareholders for those shares. In essence, a bonus issue will involve a resolution of a company to effect the capitalisation of existing reserves into (normally) fully-paid shares by allotting the shares and applying reserves in paying them up. It is not possible for a shareholder in a company that is making a bonus issue to refuse the allotment of any shares that they are entitled to or to...

What is the process for forfeiture of shares and in what circumstances does it apply? Can it apply to fully paid shares?

What is the process for forfeiture of shares and in what circumstances does it apply? Can it apply to fully paid shares? The process for forfeiture will typically be set out in the company's articles of association, since the Companies Act 2006 (CA 2006) makes no provision for such a process and there is no common law basis for forfeiture. See eg the Model Articles for a public company (PLC Model Articles), regulations 52–62. Note that the modern Model Articles for a private company limited by shares contain no such provisions, as they do not make provision for shares to be nil-paid or partly paid (reg 21). It is, however, open to private companies to include the relevant provisions in their articles, either by replicating the relevant regulations as bespoke articles or by adopting the PLC Model Articles as a whole (with any necessary variation). However the articles of a private company limited by shares contained in 1985 Table A do provide for calls...

See the 102 Q&As about Allotment

Private Client weekly highlights—17 April 2025

This week’s edition of Private Client highlights includes: (1) Changizi v Changizi, where a non-exempt beneficiary’s share of estate was liable for IHT under Re Ratcliffe; (2) Argyll and Bute Council v RF (by his litigation friend, the Official Solicitor), in which the Court of Protection refuses an application for recognition and enforcement of a Scottish Guardianship order; (3) Abbasi v Newcastle upon Tyne Hospitals NHS Foundation Trust; Haastrup v King’s College Hospital NHS Foundation Trust, in which the Supreme Court held that anonymity for clinicians in withdrawal of treatment cases involving children should normally be of limited duration; (4) Companies House launches a new voluntary identity verification service; (5) Armstrong v Bhattacharya, which highlights the importance of clear, contemporaneous documentary evidence and a consistent case in circumstances where a person wishes to demonstrate that ownership of a property differs to that which is recorded at HM Land Registry; (6) Tedford v Clarke, in which the court held that although a Will was badly drafted, it was not meaningless and...

Local Government weekly highlights—23 May 2019

This week’s edition of Local Government highlights includes the latest Brexit developments, news of the first education administration order, case reports of the procurement decisions in Kenson Contractors (Benington) Ltd v LB Haringey relating to an unsuccessful application for an injunction to restrain the award of a below threshold contract and Serco Ltd v Secretary of State for Defence relating to the award of indemnity costs of an application for disclosure that should have been given voluntarily. It also includes analysis of the decisions in Mohammed v LB Barnett; T-S (Children); Wiltshire Council v Cooper Estates Strategic Land; R (Privacy International) v Investigatory Powers Tribunal and (R (Spurrier) v Secretary of State for Transport; together with education, social housing, procurement, governance, planning, social care and healthcare updates.

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